Doctor Who Spin Off
by LostInFictionLIF
Summary: After his Christams adventure, the Doctor finds himself with a whole new set of friends on a whole new set of adventures. With his new companion at his side [introduced in the 2nd chapter] they are ready for anything. Well almost anything.
1. Chapter One Doctor Hood

**A/N: Hawwooo! Thank you all those that R&R my RH story! Now I bring you, Doctor Who! Which, of course starts with a RH/DW crossover! But no Daine, sorry! Lol Hope you enjoy!**

* * *

The Doctor turned some dials on the console of the TARDIS. He had long forgotten what these dials actually did, but he did remember that it was important to turn them when travelling through the Time Space Continuum. When the TARDIS gave the all clear that they were travelling safely, the Doctor stood back and sighed.

He was travelling away from Donna, the runaway bride. He sighed again, thinking of some of her last words, telling him to find someone to travel with. The Doctor couldn't resist a third sigh.

Then the TARDIS made the familiar _thunk_ noise she makes when she lands.

He stepped out of the door, into a cold stony room. It was dark, so he used his sonic screwdriver to turn on the lights. The sonic screwdriver buzzed, but no lights turned on. He tried again, but the same happened. He aimed the screwdriver in a different direction, changing the frequency at the same time. He heard a door unlock from very close by. He stepped forward, to meet the door and then he opened it.

Light flooded the tiny room, which the TARDIS practically swallowed whole. "Hm. Landed in another cupboard." The Doctor looked around. "A cupboard in a castle. No wonder the lights wouldn't turn on," he muttered to himself.

The Doctor didn't have to wander far before he met up with some castle guards. They immediately saw him as an intruder and took him to the Sheriff.

The Doctor was thrown out of the guards clutches and he struggled to keep his balance. When he straightened up, he saw the Sheriff looking him up and down. "What, is this?" He asked his guards.

"Found him in the castle wandering about sir."

The Sheriff considered this for a moment.

"If I might just ask…"

"Did I want you to speak?" The Sheriff glared at the Doctor. "A clue, no." The new comer seemed unfazed by the Sheriff. "Humph, well you're odd aren't you?"

The Doctor's face broke into a huge grin. "That I am." The Doctor tried to ask his question from before, but the Sheriff cut in.

"Are you the new jester? Because you're not very funny." The guards advanced towards the Doctor, sensing the Sheriff's dislike. "Oh, I've had enough today. First it's outlaws now this thing. Put him in the dungeon."

"Dungeon?" _Oh great…_

_

* * *

_

"How long do you reckon we'll be in here for then? Want to make a wager of it?"

"How can we make a wager when we have no money?" Will sighed. There he was, sat in the Sheriff's dungeons with Allan. Will had nothing against Allan, but sometimes his disregard for life annoyed him. He always assumed they'd get out of it alive.

"You, my friend need to lighten up." Will rolled his eyes.

"Allan, you need to realise how serious the situation is. We are going to hang tomorrow. I've been there once before, and so have you. I don't particularly want to go there again. Was bad enough the first time." Will sat huddled in a corner. Allan was wondering about by the door. Occasionally he would tug at it, hoping for it fall off. Unlike Will thought, he did know how serious the situation was, he just didn't want his last moments spent moping about.

Will sighed. "I hate it in here."

Before Allan could agree or disagree, some guards came in pulling along a very strange looking man. He was clean for a start, and wore clothes that nobody had ever seen before.

The guards opened the cell door and threw him in with Allan and Will. The new arrival stood up and brushed himself down. He watched the guards go then walked to the door.

"Right! Time to get out of here."

Before Allan could stop himself, he said, "I'm not being funny mate, but that door ain't going to open unless you have an axe of some sort! And you don't look like you have an axe."

The Doctor looked back, looking at the outlaws for the first time. One was tall with dark hair that fell onto his face, the other shorter with brown hair that seemed to spike up.

"Well, for starters I have incredibly large pockets. Bigger on the inside. And secondly I have this." The Doctor pulled his sonic screwdriver out of his incredibly large pockets. The two other men in the cell looked at it with a confused look on their faces.

"It's a stick." The taller one said.

"No it's not! It's a sonic…" The Doctor stopped himself there. From the looks on their faces they weren't going to know what a screwdriver was let alone a sonic one. "Oh just wait and see." He said in his impatient tone.

The strange man held the stick to the cell door. The end glowed blue, which scared Allan and Will more than they were already. The stick buzzed, then they heard a soft clunk as the door unlocked then swung open.

Allan raised his eyebrows impressed. Will just stared in disbelief.

"Shall we go?" the Doctor asked, in a boyish tone.

"You, my friend, need to meet our boss." Allan said as all three walked out. Will couldn't speak; the words didn't want to come out. He was too baffled by the stick that opened the door.

Once out of the cell door, they walked into the jailor.

"How'd you…?" But before he could finish, Allan and Will knocked him out. The Doctor watched as the man fell to the floor. He took a deep breath in, then sped towards the door, unlocking it with the sonic screwdriver when he got there. Then a thought struck him.

"Why are you two in prison?"

"Living in the wrong place wrong time," the taller one said.

The shorter one laughed and said, "Well, as well as that, we got caught in town. As outlaws we shouldn't be there."

"Why are you outlaws?"

"Because the Sheriff is an evil man that is destroying England," the taller one spoke again, his voice thick with irritation. He just wanted to get out.

"He the one that says _'A clue, no'_?" He said, making his voice big when he mimicked the Sheriff.

Allan laughed, "Yeah, that's the one."

The Doctor nodded, he did get an 'evil vibe' off that guy. "Shall we go?" He had no reason to distrust these two, something about them gave him the feeling they were criminals for the greater good.

* * *

Robin, Much, Djaq and Little John walked through Nottingham, hoods up. Allan and Will hadn't come back yet, they only went to give some money to a family of two. There was a young girl starving because her mother was ill and couldn't work, therefore she couldn't afford food. Allan and Will had to take money and medicine to her then come back.

Knowing Allan, they probably ran into guards and he had to show off and fight. Much stopped himself from thinking. As annoying as Much thought Allan was, Much knew he wouldn't anything so stupid to get himself arrested.

Each outlaw scanned the square, no sign of them anywhere. Must be at the castle then. Robin signalled for them to move towards the castle. When they got closer, they saw Will and Allan fighting off some guards with another man.

When Allan and Will caught sight of Robin, they ran towards the group. Each member of the group threw off their hoods, and prepared themselves to fight. The Doctor joined them, his brow furrowed.

"We need to get back into the castle; something that belongs to me is in there!"

Nobody responded to his call. They just backed away towards the gates. The Doctor had to follow; they were his only chance of getting out.

"Sorry mate," Allan said eventually. "What was yours, is now the Sheriff's."

"You don't understand! If he gets it, then you are all done for!" the Doctor started to get a dangerous look in his eye.

"We'll worry about it later, right now we have to move. Now come on!" The leader of their group beckoned for them to leave.

Allan shrugged, "You heard the man."

The Doctor threw a last look back at the castle, then reluctantly ran. His TARDIS. He hoped that no one had or will find it.

* * *

"What do you mean got away without breaking the door? Maybe they had a key!"

The Sheriff was outraged. Not only had his new jester got away, but two of Robin Hood's men had got away too. And just to make the matters worse, the jailor was annoying him.

"Well they, they. There's only one key and that was with me. You need to see it Sheriff. Not a mark, not a scratch, not nothing."

"Not nothing implies there was something."

Meanwhile, Gisbourne was fetching an axe. The Sheriff wanted some firewood chopping. Gisbourne grumbled something about his task being guard's work as he opened the cupboard door. His eyes fell upon something not natural.

"What is that?" There was no one there to answer, and no one could have answered if there had have been any one there.

Gisbourne ran to the Great Hall, leaving the cupboard door open, showing the world a large blue box.

* * *

When they had arrived back in the forest, Robin started asking the new comer who he was and how he ended up in the Sheriff's clutches.

"Well, I, hmm how should I put this? I appeared there, with my box thing that the Sheriff must not get his hands on." He kept talking about that blue box, no one had a clue what he was talking about, but he kept on about it.

"Robin, what are we going to do with him? I mean he sticks out like a sore thumb, just look at what he's wearing."

"Pinstripe is very fashionable I'll have you know!" The outlaws gave the Doctor a look that said they didn't really care.

"Will, I don't know what we are going to do."

They all stood there thinking for a moment, the Doctor included. Allan just kept on thinking about the stick that opened the door. Maybe he could get one.

"Robin?" Will asked waiting for an answer. Everyone looked to Robin, expecting him to know.

Then the Doctor asked, "Are we in Sherwood forest? We are aren't we?" The outlaws looked at the Doctor with a confused look. "Oh! Oh! This is brilliant! I love Sherwood Forest! Almost as much as Charles Dickens, almost mind you." If the outlaws weren't confused already, they were now.

"I'm not being funny but, how can you not know where you are? I mean, I've been drunk before and not known whose floor I'm on. But never not known where I am at all!"

"Yeah well, I just appeared remember. But, if we are in Sherwood, that makes you Robin Hood, Robin of Locksley." He said, boyish enthusiasm in his voice. "And you're Little John, Allan A Dale, Much, Will Scarlet and I'm not too sure about you." He pointed at each outlaw in turn, stopping at Djaq. "Who are you?"

None of the outlaws spoke for a moment, but Robin broke the silence by asking, "How do you know our names?"

The Doctor grinned, "I know lots." The Doctor scratched his nose, as all the outlaws gave him yet more confused looks.

* * *

It hadn't taken long for the news of the escape to reach Knighton. Marion knew about it before she knew about the arrest. What intrigued her most was the new character people were mentioning. Women were saying he was an angel sent down to save us. Children were saying he was an incredible fighter and men were saying he was a pain and were all ready to throw him out.

Marion, however, expected Robin to have adopted him, seen as how he was in jail with his outlaws, which most likely made him an outlaw. So she readied her horse and set out into Sherwood Forest.

She wouldn't have noticed the camp if she hadn't have heard raised voices. She was too busy wondering who this new comer was. But the sounds of Robin shouting quickly brought her out of her thoughts.

When she got a little closer she could hear a voice she did not recognise. Could this be the strange man everyone was talking about? Or was Robin just taunting a guard or a Noble? When she got even closer she heard what they were arguing about.

"No! We are not returning to Nottingham! I'm sorry but we are not. We are dead men already and we don't need to go gallivanting off into Nottingham. It'll just make matters worse!"

"But if we don't go back to Nottingham, then someone will find my box and you will be deader than you already are!"

"Doctor, Robin's right. It's a risky enough job going into Nottingham to give money, let alone the castle. I mean look what happened to me and Will."

Before anyone else could say anything, they noticed the Doctor was no longer listening. He was looking at Marion, who had started to blush. So far, she was agreeing with the women, an angel. _No!_ She told herself. _You love Robin, but you don't want him to know that._ In her mind she raised her eyebrow as she thought, _Well, maybe just looking isn't a bad idea. Might make Robin jealous._

"Marion, what are you doing here?" Robin asked.

She smiled, mostly in the Doctor's direction. "I heard about an angel of sorts and came to meet him."

The Doctor frowned. "I've been called an angel before, but by nothing you will never want to meet. Trust me." The outlaws looked at him with yet another confused look. Djaq had long given up on the confused look, the words that came out of the Doctor's mouth never really made much sense and her head was hurting from too much frowning.

The Doctor smiled up to Marion. "I'm the Doctor and you must be Maid Marion."

Surprise was written all over Marion's face, she had no idea how he knew her name, but she took it in her stride and changed the topic quickly. "I heard arguing before I arrived. What's going on?"

The Doctor answered before anyone else could. "Well, something that belongs to me, a box thing, is trapped in the castle. And Robin here won't let me go back and get it. It's for his own good, but he won't listen."

Marion smiled a coy smile. Now was her chance to get Robin jealous, then hopefully he would do something about their relationship. "Well, Robin. That's what I'm here for, the castle jobs. I can find it for you and bring it back."

"Well, it's a bit big to carry. But if you could find it that would be brilliant!" The boyish twinkle was back in the Doctor's eyes.

"Why is it so important to get back?"

"Many a reason. One, it's my only piece of home. Two, if the Sheriff got his hands on it then who knows what would happen. And three, I'm sensing something around here that the Sheriff also mustn't get his hands on and I need the TARDIS to locate it."

At this the outlaw's attention was brought in. What thing? Robin was the one to ask.

"Not sure. I just know it's powerful stuff and the Sheriff can't know where it is. And if he has the TARDIS he might be able to find it. Hopefully the TARDIS should not give anything away, but she's been playing up recently. We lost something special a little while back." A sad look washed over the Doctor as he thought of Rose Tyler.

"I thought you said it was a box."

"It's a special box. It can do all sorts."

* * *

Gisbourne literally dragged the Sheriff to the cupboard where he'd found the blue box. The box disturbed him; it felt like it was alive. Once at the cupboard, Gisbourne didn't have to do anything. The box took the Sheriff's attention immediately.

The Sheriff walked up to it, inspecting every detail of the box. He looked up at the writing on it.

"What do you think a 'public police call box' is?"

"A what my Lord?"

"A public police call box. That's what the box says, can you not read Gisbourne." The Sheriff pointed at the writing on the box.

"I just didn't see it my Lord."

The Sheriff stood arms folded, then he said, "Take it to the Great Hall."

A guard that had accompanied them spoke up, "Sir, this is near where I found the jester."

"Is it now?" The Sheriff said, intrigued once more. "Well, maybe we need to find him again, I have a feeling he has something to do with this box."

"I'll send search parties into the wood. Track him down along with Hood's men."

"You go too; I can be doing with your whining today." Gisbourne scowled then walked away to find guards, dogs and whatever else he'd need to search the woods.

* * *

Marion left before Robin and the Doctor could argue anymore. She was going to head home, then go to Nottingham. She was only going to go home for a moment, just to let her father know where she is going.

Marion found herself wonder who this Doctor was and where he'd come from. He had just appeared and he looked out of time, from a different world. The box he kept talking about held her attention too.

Doctor Who?

Well, at this rate he should be Doctor Hood!

* * *

Robin sat down; weary from the constant request to go into Nottingham. He knew they would have to eventually, but he didn't want to seem like he gives in so easy. He is the leader; he makes the decisions, not the Doctor.

The Doctor wandered over to the other side of the camp, he thought it best to leave Robin alone. He'd just been shown up by Marion. He looked around the camp, and started to think of what this powerful item could be.

The Doctor and Robin didn't get to think long, because Will came crashing into the camp.

"Robin! Guards! Dogs! We have to move, now!" The outlaws shot up, grabbing what they could.

"Split up! Meet here when they've gone!" With that the outlaws all sped in different directions. The Doctor followed suit, running into the depths of the forest. He had no idea where he was going, but he felt a force pulling him in that direction.

His face lit up.

* * *

The thundering of the horse's hooves and the bark of the dogs roared through Gisbourne's head. The chase was on; the dogs had caught a scent.

After a while, they came across an abandoned camp. Hood knew. They stopped running as the dogs sniffed around. They were looking for the jester's scent. One of the dogs stopped, then looked up. It barked.

Gisbourne signalled that they should go this way. Hood was for another time. The Sheriff wanted the jester.

* * *

The Doctor stumbled into a cave. He looked around while panting. He couldn't see any great power source, but the force had stopped pulling. He fished about in his pocket for his square glasses, then put them on his face.

Then he saw what was pulling him here.

"That's beautiful!" He walked up to the green stone wedged in the wall and brushed his hand against it. It pulsed in the same way the TARDIS pulsed. It sent a shiver down the Doctor's spine. "Could it be? No, they wouldn't have." They Doctor paused. "They would have."

This stone was Gallifreyan. The Doctor thought himself stupid for not recognising it. But it was stuck in a wall. This stone had the power to show possible futures, and if the Sheriff had it, then Hell would be let loose. Well, that's what he thought it did anyway, or what it could do. The Doctor couldn't really remember what it did.

So he peered inside the stone to see if still worked. He saw a blurry green image showing him, on the scaffolds. The Doctor's heart sunk when he heard dogs barking at the entrance of the cave. Looks like this one was going to happen.

Gisbourne waltzed into the cave yelling for him to reveal himself. The Doctor stood up, removing his glasses. He couldn't let Gisbourne see the stone, if he did then it would end up in the hands of the Sheriff.

Maybe he could call the TARDIS here. _No_, he thought, _if Gisbourne is here, then the Sheriff has the TARDIS_.

The Doctor stepped forward, adopting a cheery manner, despite the fact he'd just seen himself on the scaffolds.

"Hello. Just me." He walked into view, arms raised. He couldn't be bothered with a fight. He needed to be arrested so he could get his TARDIS back.

"Arrest him." Gisbourne was about to turn away when a thought struck him. "What's back there?"

The Doctor scratched his ear. "Well, nothing really. A nice rock which I was sat on. Bit cold though. But what do you expect for a cave?"

Gisbourne could tell he was trying to hide something. When you worked with taxes you found that skill very useful, especially when peasants tried to hide things that should be taxed. "Go back there." He said to one of his guards.

After about three seconds, he came running back. "Sir, there's a gem stuck in the wall!"

"Get it out then!" The guard took another two guards with him, and after a few minutes they came back holding the glowing stone.

Gisbourne stared at the stone with awe and wonder. He took it off the guards and saw Marion, riding away with Hood. He didn't know what to be more shocked at, the fact that the woman he loved was riding away with his enemy, or that he was seeing Marion in a rock.

He quickly put it in his pack, and tried to mask his discomfort. He signalled for the guards to tie the Doctor's hands and then to attach it to a horse.

When tied, they moved towards Nottingham. The Doctor had lost all ability to pretend to be happy. The Sheriff would have Gallifreyan technology, he would hang, and he wouldn't have his TARDIS.

* * *

After running all afternoon, the outlaws ventured back to their camp. It was still in tact, but just a little messed up. They checked their things, nothing was missing.

Allan looked around the camp, something felt like it was missing though. Robin was here, as was Much, Djaq, Will and John. Then it struck him. The Doctor. Either he'd been caught or hadn't returned yet. But something about the eerie quiet of the forest after those dogs had been through told him it was most likely the first option.

When he didn't return after an hour, Allan was certain he was captured.

"Robin what are we going to do?"

"I don't know Allan. He wanted to go to Nottingham, he's there now. I think we should leave him."

"Master!" Much didn't like it when Robin got into these moods.

"Much, he was the one the Sheriff was after, if we go now, we'll just give the Sheriff the pleasure of having us all in captivity."

"I'm not being funny, but he saved mine and Will's life! If he hadn't opened the door we would have hung!"

Robin stayed quiet for a moment.

"Allan's right." All eyes fell on Will when he said that. Will was the voice of reason in the group, so when he said something was a good idea, it generally was.

"I agree." Djaq said.

"We go to Nottingham."

And that was that, Robin couldn't argue any further.

* * *

The Doctor was thrown into the same room as he was when he first met the Sheriff, who was standing behind the large oak table. The TARDIS was behind him, and the Gallifreyan rock on the table. The worst possible scenario was happening.

"Can you tell me what both these interesting items do?"

"I could. But I won't." The Sheriff glared at The Doctor, who merely laughed. "No amount of 'the evils' will make me change my mind."

"How about, if you tell me what these do, then I won't hang you tomorrow."

"Tempting offer, but you can't hang me. Won't work."

"And why not?"

"'Cos I'm special." The Doctor grinned, causing the Sheriff to cry out in rage.

He grabbed a sword from a near by guard and advanced on the Doctor, holding the blade to his neck. The Sheriff grabbed his hair, and forced his head up.

"Tell me what they do."

"Do you really want to know?"

"A clue: yes!"

The Doctor chuckle, this could be quite fun. "Well, the TARDIS travels between time and space; and that rock, not entirely sure what it does, but I think it shows the future." The grip on the Doctor's hair slackened immediately and he stood up and walked towards his TARDIS.

"Stop him!" Gisbourne said. Unfortunately for Gisbourne, the guards were now afraid of the man and his box; and backed off. So he grabbed the Doctor himself. "What do you want doing with him Sheriff?"

The Sheriff had been shocked by what the Doctor had told him, but snapped back into action when Gisbourne asked his question. "Put him in the dungeon."

"What about your deal Sheriff?" The Doctor asked, eyebrows raised questioningly.

"I lied."

"Thought as much." Then the Doctor pushed Gisbourne away and pulled the sonic screwdriver out of his pocket, turning it on as he did so. The familiar buzz resounded through the room.

The Sheriff and Gisbourne joined the cowering guards the other side of the table.

* * *

The outlaws had run into Marion on their way to Nottingham, and were now posing as guards escorting her cart into Nottingham. When the guards at the gate questioned their presence Marion quickly lied about them being extra protection for the journey through the woods. The guards believed her, and now they were walking towards the castle.

Marion went straight to the Great Hall to see Gisbourne and try to find out anything she could. The outlaws went to the prison.

When they got there, they quickly took care of the jailor to find no one was there.

"Where is he then?" Will asked.

"He'll be in the Great Hall, that's where the Sheriff has all prisoners he wants to see." Much said, and then they all ran towards the Hall.

* * *

Marion walked into the Great Hall to find the Doctor standing behind the Sheriff's table and the Sheriff cowering with his men on the other side. The Doctor grinned as she entered the room.

"Marion, so nice of you to join us! Robin not with you?"

Marion shook her head. "Why would Robin be with me?" She said this to stop Gisbourne accusing her of outlaw collaboration, but she winked at the Doctor to show that he was on his way. Her eyes fell onto the TARDIS and the green rock. In it she saw Robin's body swinging on the scaffolds. She couldn't help but gasp.

The Doctor saw the horror in her eyes and knew that she'd looked into the rock. He was getting a better understanding of it with each passing second, remembering what it was. But what he wanted to know most of all was why it was there. He'd know if he was inside the TARDIS, but before he could unlock the door, Robin and the others burst into the room.

"Took your time!" The Doctor remained behind the table, as Robin and the outlaws climbed down the stairs to the floor.

By now, the Sheriff had recovered, and yelled, "Get them!"

The Sheriff was far scarier than any rock, so the guards surrounded the outlaws. The fight broke out, and Marion moved towards where the Doctor was, not wanting to have to fight in case that gave away the fact she was the Night watchman.

When the outlaws had the upper hand, and were standing on the same side of the hall as Marion and the Doctor; they stopped fighting. Robin raised his bow, and The Doctor raised his sonic screwdriver. The guards instantly fell back. Robin chuckled, but the Doctor kept a serious look on his face.

"Will, grab the rock." Will did as he was told, then passed it to the Doctor's outstretched hand. Not before seeing the members of his family's gravestones. He almost dropped the rock, but remained calm enough to give it to the Doctor.

Djaq saw the look on his face and made a mental note to herself to talk to him later.

Once the Doctor had the rock, he nodded to Robin who fired a warning shot above Sheriff Vaysey's head.

"Till next time Vaysey." And with that, the outlaws left the room. When all but Robin were out, he turned back and said, "You not coming Doctor?"

"I have one more fright to deal out." The Doctor grinned as Robin ran out of the room. Then he turned to his TARDIS and opened the door.

Marion peered inside and saw a strange column in the middle, but the strangest thing was that it was bigger on the inside.

"Want a lift home Marion?" The Doctor yelled from the inside.

A confused look crossed Marion's face. "How? You're in a box."

The Doctor popped his head round the door and said, "I know, but I said before it's a special box. Plus it's quicker than walking."

Marion had nothing to loose. It was either stay here with Gisbourne, or go in the 'special box'. The Doctor offered his hand out, and she took it. When inside the Doctor shut the door.

Marion stared about the place in disbelief. It was huge! And there were so many strange things about the place. The Doctor beckoned her over to another box which he was looking at. On it was an image of the Great Hall.

"Watch this."

"But how?" But before the Doctor could explain the wonders of the TARDIS and the TV, there came the _whooshing_ sound he loved so much.

On the screen, there appeared to be a breeze in the Great Hall, and the Sheriff was staring open mouthed at the TARDIS.

The Sheriff watched as the TARDIS faded between solidity and not being there at all. A wind had kicked up, and there was an awful sound that reminded him of Gisbourne's singing.

When it had faded entirely away and all that remained of the strange box, was the faint whistle of the noise it made, The Sheriff yelled, "Find him!"

* * *

The TARDIS landed in Sherwood Forest, and the Doctor popped out the door, Marion following gingerly behind. She expected to step out back into the Great Hall, so it came to her surprise when she saw trees.

"Sorry, I think I missed Knighton."

Just after the Doctor had finished talking, the outlaws burst into the clearing where they had landed. They had heard an odd noise and went to investigate. The Doctor grinned at them, and they were just more confused than they ever had been before.

Marion looked bewildered, and Robin went to her side. She smiled on the inside, thinking her plan had worked a little.

The Doctor swung on his feet for a moment before saying, "Right, everything is sorted. I'd better be off; I reckon the Sheriff'll want my head on a stick now."

"Wait!" the Doctor span back round, to look at Will. "What is that green rock thing?"

The Doctor smiled. "It's a great treasure from my home planet. It shows people the future they fear most."

"Well, if it's from your home planet, whatever one of them is, why is it here?" Allan asked.

"Well, my planet was in a war, and warring planets often hide their treasures on different planets so their enemies don't get said treasure. I guess my people just hid it here. But you don't have to worry about it anymore, I'm taking it."

"Won't your people come looking for it?"

A sad look washed over the Doctor's face. "My people are gone." The Doctor's eyes fell to the floor for a second, before he bounced back with his excited manner. "I don't think any of you would like to join me in my travels, so I'll be off! Have fun; beat the Sheriff and love your life!" The Doctor stepped back into the TARDIS, waved then shut the door.

The outlaws were about to turn away when Marion said, "No, watch this."

They did as she said, and they watched the TARDIS fade away from the forest. Leaves flew about the place, as the TARDIS _whooshed_ away from existence.

* * *

The Doctor fiddled with some dials on the console continuously, until the TARDIS said it was safe to stop. He looked towards the rock and wondered what he would do with it.

He picked it up, and took it into the depths of the TARDIS. He put it in a cupboard where he held anything left from Gallifrey. He sighed longingly, but then pushed the thought from his mind.

He ran his mind back over the last day, from the jail to the forest. A small smile crossed his face as he thought of their faces when he'd left. He'd watched the screen, just like Marion had watched it, but less disbelieving as she did.

When he walked back into the console room, there was an odd _plink_ noise coming from the console. A distress signal.

The Doctor grinned, a new adventure was on its way.

* * *

**And that's chapter one! Please R&R! I likes to know what you think! Next chapter soon, and it introduces my own companion! **


	2. Chapter Two Millie

**A/N: Next chapter for you! Hope you enjoy! Please don't eat my OC…

* * *

**

Chapter Two - Millie

* * *

That day started out like any other for Amelia Prior, with one exception. Today was the day she was going to finally get over her ex. Her alarm bell rang, but she had been awake a little while before. She turned it off, then slowly rolled out of bed. She gathered her school uniform, black trousers, white shirt and a black jumper; as well as the necessities needed for dressing. Once dressed she hauled herself back into her room and started to brush her long dark brown hair. Her intense blue eyes were still quite glazed over. She had been up late the night before listening to her music. Sometimes she couldn't quite bring herself to turn it off.

Music was her life.

Amelia walked out of her room, and straight into her younger brother whose nose was buried in a maths book. _How can he do that so early in the morning?_

Amelia had three brothers, and she was nothing like them. They were like their parents and she was the odd one out. Her older brother, Rory, was at university studying physics like their dad did. Rory was the prodigy, and very stuck up about it. Her younger brother, Chris, the one she bumped into; was a maths genius. He'd been able to do her homework since before he was even in preschool. Sam was her youngest brother. He was also a logical person. Give him a chess board and he could beat just about anyone.

Amelia, however, was nothing like her family. She couldn't do maths, didn't agree with science and gave chess a wide birth. She was a creative person. She enjoyed singing, playing instruments and listening to music. She also enjoyed P.E. which none of her brothers understood.

She walked down the stairs, into the kitchen and started going about their daily routine. She got out their lunchboxes and started to fill them with whatever she could find that was edible in their larder. Turns out not very much. They lived right next to the Morrisons that was in Market Drayton, but they never went.

Once the lunches were made Amelia quickly consumed some toast and set off out the door, yelling her goodbyes as she went. Her brother was supposed to walk with her, but he never left the house in time.

* * *

The TARDIS grinded to a halt, suddenly landing somewhere. 

"Why are you doing that old girl?" the Doctor stroked the console, before checking the screens. On it there were some strange symbols that only he could read. Apparently there was a large amount of energy being kicked out of a small town. "Lets investigate then."

The Doctor raced across to the other side of the console room and picked up his long brown coat. He quickly checked the pockets for his sonic screwdriver and his psychic paper. Something in the back of his mind told him he'd need it.

He stepped out of the door, to find he'd landed on a street corner outside a secondary school. It was a cold-ish day, the sort that could be slightly warm if there wasn't a breeze. End of February he guessed, if he was on Earth. But the Doctor had been to the planet so many times, he knew it from light years away.

Cars were arriving in dribs and drabs so he guessed it was about fifteen minutes before the students would arrive.

"Perfect!" He shoved his hands into his pockets and walked into the school. He nodded to the odd teacher that passed by him, but they all quickly turned away, unsure of how to regard this strange man walking around the school.

The Doctor walked around a large building, which had random spots of graffiti and gum on it. _Oh lovely, this school contains 'happy slappy ASBOs with hoodies and ringtones'_. A small wave of sadness washed over as the Doctor cast his mind back to Rose. She was with him at the last school he was at.

The Doctor shook his head, telling himself that he had to get over Rose. He was never going to be able to see her again, and he had to accept that.

The Doctor composed himself as he walked around the corner to find a nicer looking part of the school. There was a large green field on his left and a newly refurbished, which looked at least three years old, reception area that had signs and everything.

He waltzed into the reception, and flashed a broad handsome grin at the woman behind the desk.

"How can I help you sir?"

"I'm looking for the physics teacher here."

"Mr. Waters?"

"Yeah that's the one." The Doctor smiled at her again, to which she blushed in return. He was very charming. He held out his psychic paper then said, "Urm… I've come to replace him." The receptionist looked very shocked at that. "It's nothing major, and it's only for a little while. His doctor recommended some time off, and he employed me to do it. Is he in yet?"

"No, but urm…" The woman looked out the window for a second then turned back to the Doctor, with a sweet smile on her face. "He's just arrived. He's the one getting out of the black car."

"Thank you." The Doctor turned to go, then had a thought. "When he does return, can you please not talk to him about this? The doctor," he laughed inside his head at this, "recommended it would be best not to talk about it."

"Ok." She smiled again, and the Doctor nodded to her before pushing the glass door and exiting the building. He walked right up to Mr. Waters, face brimming with a smile.

"Hello Mr. Waters." Mr. Waters was an old man, but still held himself like someone younger. A suspicious look crossed his face.

"Yes that's me."

"I'm here to tell you, you have a week off."

The suspicious look was replaced by a confused look. "Why?"

"I'm from the board of education," he got out his psychic paper once again. To the Doctor, it was a blank piece of paper, but to Mr. Waters it was an official document. "We are rewarding those who have worked well with paid time off."

"Do the school know about this?"

"They have been informed that you are taking time off work because of ill health, but they will not question on this."

"Why is it so secretive?" Mr. Waters liked to question everything; it was what had attracted him to physics. Why do electromagnets work? Why does gravity pull on us this way? And all that jazz.

"It's a new programme, testing it per say. Don't want all the teachers getting their hopes up, that's all." The Doctor beamed at Mr. Waters, who brought his story.

"Oh, all right then. I'd best be off!" He waved at the Doctor smiling, he had a week off!

Once the man had driven out of the school, the doctor turned back to the school and entered once again.

"Where's Mr. Waters room?" The receptionist directed the Doctor out of the wooden doors, then to turn left, then right. Once he'd turned right, he was to follow the corridor until he met a set of stairs, then he's turn left again and go round the corner. Mr Waters' room was just up a few steps after the corner.

The Doctor found it easily, and waited there until his first lesson. Which would at nine, the Doctor had been given a timetable.

"Year eleven…"

* * *

"Morning Millie." Millie looked up at her friend, Harrietta, Harri for short. She was a warm person, very friendly but she was a bit obsessive, especially about her hair. She couldn't go out in the rain because she thought it would make it go curly, when there wasn't a curly hair gene in her! 

"Morning." Millie yawned, she hated the morning. She was definitely a Night Owl. Millie never felt awake until at least eleven, which was when break was and she had more food.

Harri laughed as she sat herself down. "What have we got first?"

"Harri, we've had this timetable six months near enough, and you still don't know it!" Millie rolled her eyes. As well as a hair obsessed freak, her friend was really forgetful. "Physics, with Mr. Waters." Millie laughed at her friend.

When their tutor arrived, they pretty much had to stay in silence until the bell went, signifying the end of tutor. They gathered their things then headed down the stairs, away from their tutor room.

* * *

The Doctor jumped a bit when the bell went off. It was one of those really old shrill ones and made everyone shudder. He regained his composure and sat on the seat behind the desk. 

One by one, students started filing in, all giving him weird looks and murmuring about where Mr. Waters was. He grinned happily at them, causing more murmurs to break out.

When the class was full, the Doctor stood up in 'teacher mode'.

"Right class, settle down. You're year eleven." Mille wanted to say _'So?'_ but she always thought better of it, and this was no exception. So what if they were year eleven, surely that meant they were cheekier. "I'm Mr. Smith. I'll be replacing Mr. Waters for a week."

A hand shot up. The Doctor pointed at the person who the hand belonged to. "Where's sir?"

"Paid vacation. Right now that's sorted, we can begin. Where's the register?" No one answered for a minute, so the Doctor decided to pick on someone. He loved doing this; it made him feel really important. "You there."

Mr. Smith pointed right at Millie, which made her jump. She had gone into an '_I'm listening, but not paying attention'_ state which was normal for physics; it went straight over her head.

"Sir?"

"Where's the register?" The Doctor looked all around him, searching for a big mark book of some sort.

"Sir, it's on the computer." The Doctor noticed the computer and the projector pointed at the white board for the first time, and made face that should have been embarrassing but he didn't care. When he was done discovering the computer, he still looked blank. "Do you want me to find it sir?"

The Doctor nodded, then the girl jumped down from her stool and walked over to the computer. She located a remote which she aimed at the projector hanging from the ceiling, after she pressed a few buttons the projector whirred and showed the computer screen she was looking at on the monitor. The girl found the register quickly.

The Doctor sat back impressed. She walked over with the wireless keyboard. "When people say they are here, put a 2 in the box next to their name. It goes on some progress chart thing the science department thought would be beneficial."

"Thank you." The Doctor started the register, calling out the names on the list. He got to the third name down before he started to complain about the computer. "Oh this is slow! So slow! I've met snails that have been faster than this."

No one really knew what to say to that, so the Doctor continued down the register.

"Amelia Prior?"

"Sir." He looked up to follow the voice, to see the girl that had helped before. She wasn't even paying attention. He continued down the list until all names had been called. On screen a mouse moved to the save button, clicked it then shut down the register.

"Do we have a ghost?" The Doctor joked. Millie held up the mouse to show that she was doing it; she wasn't amused by his bad joke. "Right then, you've appointed yourself spokes person for the group, what were you doing last lesson?"

Millie rolled her eyes and sighed. "We were learning about electromagnets and sir said we would be starting electromagnetic induction today."

"And can you tell me what it is?"

"No."

"Can anyone?" The Doctor turned to the class, who were now oddly quiet, and looking very blank. "Ok then. I think I'll start from scratch."

Millie was disturbed by the quietness of her class. They were notorious for being loud and Harri's non-responsiveness worried her. She always had the answers in physics, if it wasn't for Harri, Millie would have been in a really low set for science.

Their quietness was noted by the Doctor too, he was expecting happy slappy ASBOs with hoodies and ringtones. He turned his attention back to Millie; she seemed to be the only one conscious in the class.

She looked utterly bored as he started his enthusiastic explanation of magnets moving through a coil to induce a current. While he was part way through telling her about how to make the current stronger, she sneezed.

"Sorry sir."

"It's all right." But it wasn't, the class didn't even stir. The Doctor raised his eyebrow as he eyed the class. They were all staring forward, eyes never moving. They weren't moving at all. Something was definitely going on.

Millie remained ever vigilant, well as vigilant as she could get at half past nine in the morning. The remaining half an hour passed painfully slow, because whenever Mr. Smith asked the class a question, he'd give up and ask her. And she'd never know the answer, no matter how hard she tried to think.

When the bell rang she quickly packed her bag, she had French next, she liked French. She turned to Harri, who hadn't moved.

"Harri, that was the bell, we move now. Remember?" When Harri didn't move, Millie rolled her eyes. "Fine, I'm going ahead. Don't cry to me at break saying I didn't wait though."

She had just about got through the door when Mr. Smith called her back in. She popped her head back round, eyebrows raised as if to say _'Go on.'_

"If you notice anything odd or out of character, come straight back here."

"Ok, if you say so sir." When she walked off, she pulled a face which implied their substitute teacher was mad. She would have said it if the corridors weren't so deserted. The emptiness unnerved her, and she pulled her coat tighter round herself.

* * *

In the classroom, the Doctor needed a way to get these students out. Only Amelia had gone. The rest of the students had blank looks on their faces as if the were zoned out. The Doctor wanted this room to be his sanctuary, a place to run to. They might need it. Who they were he wasn't sure, but he had a feeling it may include Amelia. 

He twiddled about with his sonic screwdriver, letting the buzz fill the room. Eventually the zombie kids moved, but whether he did it or something else did, he didn't know.

* * *

Millie waited alone outside of her French class. No one had come in or out of the room since she'd been there, and she'd been there for ten minutes. Curiosity got the better of her, and she peered through the small windows in the door. 

In the room she saw everyone bearing the same faces as her fellow classmates had, even her teacher. She saw Harri's younger brother, his usual cheeky smirk gone, replaced by a lifeless glare.

Millie stepped back from the door in shock. What was so shocking she didn't know, but she didn't like what she saw. She abandoned all hope of having a French lesson and ran back to her previous classroom.

* * *

The Doctor heard footsteps echo through the corridor. He popped his head round the door and saw Millie burst into view. He moved back into the class to avoid collision. 

The girl stopped just beside his desk, and rested her weight against it, breathing deeply. "Sir, there is something really weird going on in school!" She said between pants.

"Well, I'm here to fix it. I'm the Doctor."

"I thought you were Mr. Smith?" A confused look played across her face, the man she'd just had a lesson with wasn't a teacher?

"Yeah, well I lied. I'm not a teacher."

"You're a doctor. Are they ill?" She said, with a sudden horror on her face. She didn't want to catch anything.

"No, I'm not a doctor, I'm _the_ Doctor."

"Doctor who?!"

The Doctor grinned on the inside; he loved it when people said that. "I need you to trust me Amelia."

"Please don't call me that! My mother calls me that when she's disappointed in me." Millie snapped. She tried a calmer manner and continued talking. "What's going on?"

"You are witnessing a small scale invasion."

* * *

_Prepare for missions._ A tinny voice came through the communication system. _You all know what to do. Assume positions and get to work!_ The orders were clear and well organised. No one could argue with them if the plan was to work. 

So they all set about doing what they were supposed to do.

* * *

The Doctor had just opened his mouth when Millie looked away, with a curious look on her face. 

"Are you going to listen or not?"

"Doctor look." She pointed out the window, showing him that people were moving. They were students and teachers alike, all headed in one direction. "The gates Doctor!"

They both rushed outside. "Back gates, they're closest!" Millie led the way out of the classroom, the way she had gone to French. But instead of heading towards a small building separate from the science block, she turned a corner that led to an exit.

When there, the Doctor got out his sonic screwdriver, getting a weird look off Millie. The tip glowed blue and they heard a soft clink as the rusty lock locked itself.

"How…?" Millie started before the Doctor stopped her.

"Go to any other gate and lock it using this. Just aim and press." Millie hesitated. "Go! Meet me back in my room."

She nodded then sped off towards the front gate. Students were rushing to them, eager to get home. She ran faster, trying to get in front of them. She made it just and locked the gate the way the Doctor told her too.

Instantly people started to complain, she had to get them away. She found a college student who was in her tutor in the previous year. It was a good job the school had a college on campus, because she's have never got this many people to listen to her.

"Jake!" He heard her call, and came over. "Can you try and get these people into the library? I would but they won't listen."

* * *

The leader was aggravated. He hadn't accounted for there being so many students at the school. 

But it didn't matter, as soon as they had recuperated it wouldn't matter.

* * *

"Why the library?" 

"Because I said so!" Millie was starting to get tetchy now. Apparently her school was being invaded by aliens, and she wasn't going to take lip from anybody! Regardless of age.

Jake followed her order and started to move people along to the library. Other 6th formers helped him and eventually most people were leaving. Then someone caught her attention.

"Look at him!" Millie looked the way the young student was pointing, and she saw someone climbing the wall as if he was Spiderman. It took a second, but when Millie recognised the person climbing the wall she knew she had to get up there. But it was too tall.

She grabbed the nearest guy she thought could hold her weight.

"Give me a boost!"

"Excuse me?"

"Give me a boost! That is my brother scaling the wall!" She gave the random person a burning look he couldn't argue with, so he bent down and cupped his hands together so she could put her foot in the gap. When she did, he boosted her up and she grabbed the wall. With one final push, and Millie pulling herself up, she got onto the top.

Her brother had beaten her there and was already running along the wall. She chase after him. Controlled by aliens or no, she was still faster than him. It was to be expected, he was a maths geek and she participated in P.E.

Whatever was controlling him realised this and jumped off the wall. Millie stayed on it, so she could get a lead. Her brother Chris had wasted seconds by leaping off. She soon got her lead and she bent down and scooped her brother up. Luckily he was small and light, so she had no trouble heaving him up onto the wall.

She did struggle with getting him to go her way though. He kept wriggling, and she knew they'd both end up on the floor if she didn't do something. She got closer to the gate before jumping off the wall.

"Doctor!" She yelled as loud as her dry throat would let. She tried again, and surely enough he came running into view. "Where have you been?!" She said, with an accusing tone, her brother still wriggling in her arms.

"What's going on?"

"He climbed the wall, without a boost, and tried to escape! But he's like the rest. Why isn't he going with the rest?"

"I'll explain in a minute."

"Doctor, he's my brother!" Millie looked close to tears.

"I promise, but we need to get him to a room which he can't get out of. Preferably with no windows." Millie almost answered that with a sarcastic comment. Then she had a thought.

"The supervision room. It has no windows, it's perfect! Teachers send students there when they are being disruptive."

"Lead the way." He held out his arms, so he could take the squirming boy of her. She gratefully handed him over then raced over to the supervision room. They put in him, then the Doctor locked the door. Millie almost screamed at him. He was locking her brother in there. No matter how much she hated Chris sometimes, he will always be her brother.

"What's going on?"

* * *

In the kitchens the dinner ladies were busy preparing the school meals. On today's menu was fish. And lots of it. It didn't take long for the whole kitchen to reek of the stuff. 

But the dinner ladies didn't notice. They weren't themselves that morning.

* * *

The Doctor had taken Millie to her tutor room, which was now abandoned, only a few worksheets inhabited the room and they were sprayed across the floor. 

She sat in her chair which she normally sat at, at the front in the corner just behind her tutor's desk. The Doctor sat on her tutor's desk. Millie had gone into a slight comatose state, her school was being taken over by aliens, her geek brother had scaled a wall taller than him and her substitute teacher had a pen that locked gates.

"Right, explanation." The Doctor clicked his tongue a minute, thinking of how he could explain this to the girl. "These aliens, oh, urm…"

Millie could see he was struggling, so she asked, "How are they controlling my friends?"

"They are inside the blood stream, and resting on the brain." Millie pulled a face of pure disgust. "They get there through the lungs. Good blood supply to the lungs, leads straight to the brain, easy ride. And you aren't taken over, because you sneezed them out."

"Ok…" Millie thought a moment. "Why did only one try to escape?" The Doctor gave her a confused look. "Why didn't my brother follow the rest, who all went to the hall?"

"Oh right. There will be more than one of the aliens in his brain, and he'd have been instructed to go into the town to infect it, while the rest multiply, get stronger whatever."

"Why Market Drayton? I mean all the places in the world to invade, why Market Drayton. The hole where nothing ever happens. Why not London? Or Manchester?"

"That's exactly the point. If they invade a small country town, then it'll go under the radar, no one will notice. Whereas if you invade a place like London, everyone knows. They are using this place as a lay-by." Millie snorted. "What's so funny about that?"

"My piano teacher calls this town the lay-by of life." They fell into silence, both thinking about what to do. "What do you think they'll be doing in the hall?"

"Dunno."

"What aliens are they?"

"The Zythrop…" The Doctor's face fell as he realised what they were doing. Millie couldn't help but feel anxious.

"What's the matter?"

* * *

Jake was facing a riot. Everyone wanted to know why they were locked in the library. He didn't know, Millie hadn't explained anything to him. All he knew was most of the school was acting weird and they now couldn't get out. 

Little year sevens looked on the verge of tears, whereas the rest of the years looked ready to kill him.

"Look!" He yelled, silencing them. "I don't know why we are in here, but we are so stop fussing! Why don't you read a book or something? There are plenty around."

"I don't read. It's boring." One year nine complained. _Typical!_ Jake rolled his eyes.

"Don't be so blinkered and just shut and read." No one could argue with him, so they silently complained to one another whilst 'reading'.

Jake had heard stories from other people in the library. Apparently the majority of the school had stopped. He wondered why it wasn't affecting everyone, maybe it was something to do with their blood like that Christmas when a third of England stood on buildings.

* * *

The Doctor sped towards the hall, Millie calling frantically after him. He slowed when they reached the hall. Millie stopped mid sentence when she saw what was going on. 

"What the…? Doctor, what aren't you telling me?"

"The Zythrop are multiplying." Mille asked how. "Omega three."

"Because that explains everything!" She said sarcastically. Then she smelt fish, and almost gagged. The Doctor would have laughed if the situation wasn't getting direr by the second.

"The Zythrop use omega three to multiply. Which also explains why they have come to a school rather than an office. Large amounts of fish."

"And lucky them, they came on the day the school serves fish." Millie grumbled a bit, but then someone caught her attention. "Lisa?" She walked forward into the room. The Doctor called after her, but she ignored him, transfixed on a student in the room.

The Doctor muttered something about her being a stupid ape, before cautiously following her in.

Millie looked around at all the people eating the fish. But when she reached Lisa, she stopped with a truly puzzled look on her face.

"You're a vegetarian! You don't eat fish!" She looked around, exasperated. Her eyes fell on Andy. "And you're allergic to fish!"

The Doctor raised his eyebrow at this, and got out his sonic screwdriver. Millie was too worried about her friends to notice. He scanned the boy she claimed to be allergic to fish. No reaction to the fish was occurring.

"He's fine." He said soberly. Millie's face relaxed a little until he got up, looking dead at her.

Panic rose in her system, and before he got too close, she punched him in the nose. Just as the Doctor scanned his head again. Andy slumped into her arms.

"What have you done to him?" Millie questioned, panic still in her voice.

"Cut the signal from the Zythrop to his mind." Andy stirred in her arms.

"Where am I? Millie? That you?" She smiled at her ex, the one she was supposed to be getting over today, who returned the smile. He stood up and looked round. The Doctor wasn't paying the two of them any attention.

_Perfect._

Andy leaned in to kiss Millie. She let out a little gasp, which caught the Doctor's attention.

* * *

_Good plan! Just get those extra soldiers into new people. We can't overload our host._

Suddenly Zythrop Beta Three lost control of his host, who by the brain read outs had passed out. He panicked and started pressing as many buttons as he could in front of him. He was supposed to be deploying the new Zythrop into the girl.

His system went down and he was plunged into darkness.

* * *

Millie was almost knocked over as the weight of her ex boyfriend hit her. She started to yell at the Doctor. The one chance she had to get back together with him, and he had to ruin it. 

"Millie, think about it. Would your ex kiss you after breaking up?" Reluctantly she did think about it. The answer was no, apparently they had grown apart. "I hate to say it, but it wasn't him in control. The Zythrop wants to get into you, and it would have been an effective way."

"How are we going to stop them then?"

The Doctor clicked his tongue again, thinking. "We need a way to break the signal before too many are made. What don't the Zythrop like?"

It was a rhetorical question, but Millie felt like having a stab at the answer. She went for the most intelligent and scientific word she could think of. "Electromagnets?"

The Doctor's face showed that a cog had fallen into place. "Oh yes! Brilliant! How'd you know that? Never mind. To the Science department!"

Millie feeling a little overwhelmed, managed to lead the excited Doctor, who was acting like a ten year old at Alton Towers, to the Science department store room.

Millie was totally bewildered by the man who she thought was just another boring physics teacher. His personality was so alive; she could tell life with him would never be dull. She watched as he excitedly rummaged through the cupboards and drawers looking for something.

He finally pulled out a box labelled 'Electromagnetic Stuff' in a scribbled handwriting. He quickly checked to see if it was what he wanted. The Doctor cried out in joy when his eyes fell upon the simple electromagnet circuit parts he needed.

They raced back into Mr. Waters' classroom, which was opposite the store cupboard for science. The Doctor put the equipment down on the table and started buzzing the sonic screwdriver around the equipment. Millie watched with a face that was a cross between fascination and terror.

"What are you doing?" She asked, unsure of whether she actually wanted to know. The Doctor didn't reply, instead he tossed the sonic screwdriver to her. "What? I'm so confused!"

"Point it at this," The Doctor pointed at a part of the circuitry, "and press the button."

She did as she was told. "What's it doing?"

"It's acting as the coils, the sonic screwdriver is pretending to be an immense amount of coils, because we can't get the amount we need."

"And the more coils you have, the stronger the magnet."

"So you did listen in my physics lesson!" Millie rolled her eyes, but she found herself joining in on The Doctor's grin which occupied his face.

* * *

_Now we have recuperated and grown in number, it is time to find new hosts to house our new members. Move out!_ _

* * *

_

As The Doctor and Millie carried the new super electromagnet back towards the hall, they became very aware of noise. It was silent before. They cast each other worried looks, and made their walk brisker. They'd have run if they were carrying fragile equipment.

The noise was being created by the invaded students forming a line.

"Doctor…? What do we do now?"

The Doctor stared at the crowd before him, a scared wide eyed expression on his face. The students all turned to look at Millie and the Doctor, sending shivers down their spines.

"Ur… I suggest we run?" Millie didn't need telling twice.

As they started to run, she yelled, "What about the other students?"

"What other students?"

"The ones in the library, ones that haven't been invaded or whatever."

"We go there then. We'll have to defend them!" Millie nodded, then pointed up some stairs they had come to.

"This way!" They sped up one flight of stairs, then turned to a smaller flight which led straight to the library. Upon bursting in, many heads turned. Jake rushed over.

He bombarded Millie with questions she couldn't answer, and the Doctor was too busy assessing the situation to answer.

"Doctor!" Millie had to shout to get his attention.

He snapped out of his thoughts. "Oh right yes." The Doctor seemed to have too much of a light manner sometimes. "Can I have your attention? There are a large group of aliens coming here, and I need your co-operation."

* * *

_School Library. Go!_ _

* * *

_

There was a silence, but it was soon broken by a large guffaw from the students and teachers in the room.

Millie whispered to the Doctor, "Probably wasn't best mentioning the whole 'alien' thing." The Doctor rolled his eyes; she could have warned him that these were a cynical lot.

"All right then. Believe me or not about the aliens, but I need you to co-operate." The Doctor emphasised the '_need_' and looked earnestly at the small draggle of students.

In the background the stamp of mechanical marching could be heard. Everyone could hear it.

"What do you want us to do?" Jake asked. Millie grinned at her friend; _at least someone is willing to help._

The Doctor went about explaining what was to be done, handing jobs out to those who didn't want to do them. But the Doctor's crazy energy made it impossible to complain, even for the chav population.

Soon enough the library was buzzing with activity. "So what are we doing exactly?" Millie was still unsure.

"Winging it!"

"What! You don't know!"

"I never know, but that's the best part. Making it up as you go along." The Doctor grinned at Millie, who couldn't help but join in. But the grin was short lived as the library doors burst opened. A group of students and teachers, a similar size to the one in the library already, piled in all wearing the same blank expression. "NOW!" The Doctor roared.

One of the students turned on the power and Millie pointed the sonic screwdriver, which she still had hold of, and turned it on. The buzz was drowned out by a louder buzz from the electromagnet. It was so loud Millie could almost see the sound waves.

Slowly one by one the invaded people fell.

* * *

Sparks flew out of the computer. Comm. was down. Power was down. And the Zythrops could feel the sound penetrating their circuits and breaking them as easily as the computers. 

One by one, the computers died.

* * *

"What's happened to them Doctor?" Millie rushed to where the Doctor crouched, next to the students now occupying the floor. 

"They'll be fine. The Zythrop inside them would have been destroyed the electromagnet waves. Their systems can't handle it. I'll explain later, right now we need to find the rest before they get out the school. Jake, stay here and wait for these guys to come round. And make sure this lot don't try to leave." Jake nodded to the Doctor. "C'mon Millie. Grab the magnet." She did then followed him out of the library.

"Hopefully they should still be in the school if you locked it up."

"Didn't stop them before." The Doctor gave Millie a blank look, to which she raised her eyebrows. "My brother? Remember?" The Doctor frowned and shook his head. "You're useless!"

"Oi! I'm trying to save the world here. I can't be expected to remember every member of your family!" Millie rolled her eyes, unable to stop herself!

The remaining invaded students and teachers were gathering on the large field the Doctor had noticed earlier.

"Perfect." He grinned, then handed the magnet to Millie. "Wait here!"

"What?" The Doctor ran out of the school grounds, unlocking then relocking the gate as he did so. Millie still called after him. "Doctor!" He calls were drowned out by a scraping noise which was quiet to begin with, but it got louder as a wind kicked up.

A large blue box slowly appeared next to Millie in the school car park. She almost dropped the magnet as she stared at it in shock and awe. When it looked solid the Doctor's head popped from inside it. That didn't surprise Millie, for some reason.

"That defies all laws of physics."

"Since when did you care about physics?" The Doctor grinned at her then beckoned her in. She took a step in, and it almost took her breath away. It was bigger on the inside, but she could think about that later. Right now they had an alien race to stop, or something like that!

The Doctor took the magnet off her and started to plug it into the central column.

"What can I do to help?" The Doctor laughed. "Oi! I'm trying to save the world here!" She mimicked.

"Sorry, it's just usually the first thing people say when they come in here is, '_It's bigger on the inside!_' You must be the first that hasn't."

"I just saw it appear. The fact it's bigger on the inside is no weirder than that. So what can I do?"

The Doctor thought a moment, then told her to press a switch.

When she pressed it, she felt the machinery pulse beneath her hand. She almost jumped away, but something about it felt almost _normal_…

A whirr sounded above their heads, and the Doctor started to call out in joy.

"Hit the switch on the electromagnet!" Millie flipped the switch and the same loud buzz filled the air. But this time the aliens reacted quicker to the electromagnetic waves. "Will this help my brother too?" Millie yelled over the sound.

"Should do!"

_That makes me feel so much better!_

The Doctor killed the power to the magnet once all of the people had fallen on the field. "You go check on your brother, I'll check on the library." She nodded and ran to her brother.

* * *

The school had a lazy feel to it for the rest of the day. No one did any lessons, they all had killer headaches. People loitered around waiting for the end of the day. 

Millie sat in her physics room, talking to the Doctor.

"So, what happened exactly? We turned on the magnet and boom! Everyone's on the floor!"

The Doctor laughed, she was animatedly explaining her take on the day, waving her hands about.

"The Zythrop that invaded are a mechanical race. Everything is computers, computers, computers. They are just computers. And they are computers that are seriously affected by electromagnets. Fries their circuits, complete melt down."

"So are my friends going to have melted Zythrop ships in their heads forever?"

"No, they travelled in the blood stream, entering the body via the lungs. They held themselves by the brain with their computers, but now, without the computers. They are going through the blood stream again, they'll be breathed out. Most probably already have been."

Millie nodded; it made as much sense as the rest of the day did. "So where are you going now. I'm guessing you're not going to stay in Market Drayton, the backwards little town I'm stuck in."

"You're never stuck anywhere when I'm around." Millie gave the Doctor a quizzical look. "I have a proposition for you Amelia Prior."

"And what's that?"

"How would you like to travel with me through time and space?"

Millie grinned. "I'd love to."

* * *

**That's that! Next chapter will be added soon!**


	3. Chapter Three Life On Panarl

**A/N: Hey, sorry about the wait with the update, for anyone who is actually reading this... I've been busy etc etc etc. Well, anyhoo new chapter hope you like!**

* * *

"Welcome to the TARDIS. That is Time And Relative Dimensions In Space. Make yourself at home."

Millie placed her school bag, which she had retrieved from Mr. Waters' physics class, in the corner of the room. She spun round taking in her surroundings.

"This is the console room; I'll give you the tour in a bit. But first, we have to decide where we want to go." He grinned at Millie, who thought a moment.

"Can we go to a different planet?" She asked, unable to keep childish enthusiasm out of her voice. She had never felt so alive; she was going to travel through time and space! Time and space! It was mind boggling. She could meet Shakespeare and ask him what his plays actually meant, she could go to Earth in four hundred years time and see if the human race was doing any better. She could go to different planets.

The possibilities were endless.

"Anywhere in particular?" Millie raised her eyebrows at the Doctor, like _she_ knew where to go. "All right then." The Doctor dashed to the console.

This was the bit he liked best, the start of a new adventure. Stepping into the unknown. He spun some dials and wheels on the console, then instructed Millie to hold onto a lever. The middle of the console began to move up and down, making its infamous sound which astounded anyone lucky enough to hear it.

Within seconds the TARDIS was hurtling through the time/space continuum. It didn't feel like they were moving, but in reality they were spinning very fast, towards a new galaxy, a new adventure.

The TARDIS landed with a soft _thunk_, and the Doctor looked to Millie, eyebrows raised.

"Are you ready?"

"We're here?" She said, her voice thick with surprise. The Doctor nodded, with an amused look on his face. Millie scowled back at him playfully. This was going to be a fun relationship, like how Millie should act around her brothers.

"After you, your first time on a new planet." Millie grinned and walked over to the TARDIS door. She hesitated a moment. She suddenly felt very panicked. Would she be able to breathe? She took a deep breath and calmed herself; the Doctor wouldn't have taken her to a planet with an unsafe atmosphere.

She looked back to the Doctor, who gave her an encouraging grin. She turned back to the door, and swung them open.

Before her lay a lush green land, filled with exotic looking plants. It took her breath away, but not in the sense that she couldn't breath. To which she was grateful. She stepped forward onto the land, sinking in the soft mud slightly. When both feet where on the new ground, she took a deep breath.

"Wow. I am on an alien planet. In my school uniform!" Millie spun round in joy and excitement. She wanted to scream.

The Doctor watched with a grin on his face after locking up the TARDIS. He remembered Rose's reaction to her first stop, Platform One. She was a little shell-shocked. Millie's was the complete opposite; she was thoroughly embracing the new planet.

She suddenly stopped spinning, and looked into the distance with an odd look on her face. "Doctor?" She said, panic rising in he voice.

He looked to where she was now pointing. In the distance, a group of males bearing staffs were drawing closer to where they were standing.

"Don't panic, they might just be the welcoming committee." But he couldn't help but share her panic. He instinctively stepped closer to Millie, to protect her.

The group drew closer.

* * *

"Another successful hunting trip fellas!" Noren beamed at the others in the group, who joined in on the joy and became boisterous like males usually did. One however, remained quiet. He had too much on his mind to get into the thrill of the hunt. Noren's hand met his shoulder in a friendly slap. "C'mon Malken! Get into the spirit!" Malken attempted a half hearted smile, which was all the enthusiasm he could muster.

Noren rolled his eyes and joined back in the festivities. Malken's mind was elsewhere, and had been for a long time.

Malken let his eyes drift over to the horizon, where his eyes fell upon two figures. A grown man, and a girl.

* * *

Millie and the Doctor could hear the group by now, and the Doctor ceased to worry. They were a bunch of village boys going on a hunting trip. Nothing major, nothing scary. Millie still looked terrified.

She wanted to run back into the safety of the TARDIS, but she knew the Doctor wouldn't turn away because she felt a little frightened. She put on a brave face, as the rowdy group came to the top of the hill they were currently stood.

They stopped dead in their tracks, all giving Millie and the Doctor suspicious looks. The group consisted of five males. A particularly boisterous one, who appeared to be the 'leader' of their group, another three who seemed to mirror the first one. But the last member caught Millie's eye. And she caught his.

The Doctor grinned at the group. "Hello!"

The 'leader' of their group was the first to answer, still feeling weary about the overly happy man in front of them. "Hello… Who are you and where did you come from?" His eyes fell onto a blue box that stood near them. "That wasn't there before!" He said pointing at it.

Malken finally tore his eyes away from the girl's blue ones, to have them fall on a large, also blue, box. When the man spoke, Malken's attention was drawn to him, but he was vaguely aware of the girl beside him.

"I'm the Doctor, and this is Millie." The Doctor scratched his head, where could they be from today? He reached in his coat pocket for his psychic paper, it usually inspired him. But then he thought against it, they hunted with sticks, and it looked like a very primal planet.

"We're just passing through the area." Millie lied, and the Doctor had to hold back his surprise and the fact he was impressed with her quick lie. But he wasn't sure if they would buy it.

"What in that?" The leader had a disbelieving and questioning look on his face, it was a box.

"Yeah!" The Doctor took over again with a cheeked tone of voice, much to Millie's relief. She didn't want to have to explain the TARDIS; she didn't know how it worked! "That box can do anything! But anyway, are you going to tell us who you are?"

Noren hesitated a moment before telling them his name, then he went on to tell the rest, pointing at each in turn. "Koll, Harn, Dera and Malken." The last, Malken, smiled at Millie, who couldn't help but smile back.

He had chestnut brown hair that fell onto his face in front of the most vivid eyes she had ever seen. They were orange and gave the sense his mind was elsewhere, it was captivating. He had a small smile constantly at the corner of his mouth, which suggested that whatever he was wondering about was making him happier than hunting ever would.

"Right!" The Doctor exclaimed. He opened his mouth to speak, but he couldn't find anything to say. Then he finally asked, "Where are we?"

"Panarl." Koll said, as if it was obvious.

The Doctor's face lit up. "Oh I know where we are now!" Everyone raised their eyebrows at him, Millie included. This made her realise that she knew nothing about the man she was travelling with. She made a mental note to have a good heart to heart with him. "Panarl, one of the few inhabited places on the planet Lalan. Oh brilliant! I've always wanted to come here! The air is fresh, the land is green and the people are friendly!"

The Doctor grinned; his explanation had been for Millie's benefit more than his. To be honest he sounded like a plonker when he stated the obvious to the planet's inhabitants, it was always so his companions knew what to expect.

"Shall we get going then?" Everyone looked blankly at the Doctor. He rolled his eyes at their stupidity. "Get going to Panarl." He said as if it was the obvious.

"You guys lead the way!" Millie said, beaming at the group of hunters. "I need to talk to you," she added quietly to the Doctor. The Doctor grinned, he knew what was coming. _How come they speak English?_

And that it did. She asked in a hushed whisper, to keep the conversation private. The Doctor's answer was well practiced; he'd said it so many times.

"The TARDIS has a telepathic link with you; she's inside your head and translating the alien language into English. And they hear their language."

"Does it, I mean she," Millie paused a second, the whole ship/she thing was weird, and made even weirder by the fact that their ship was a phone box. "Can she translate any language into English? Even French?"

The Doctor grinned, that was a new response. "Yes, even French." Millie nodded, content with the answer. Her head was still full of questions buzzing about her mind. Like who he was, what he was. Doctor who? But she couldn't ask them now; it could wait until they were back at the TARDIS. They weren't going to stay long here, how could they. It was a planet of trees and lots of them.

But to Millie's surprise, as they drew closer to Panarl, the trees grew thinner and a village came into view. It looked like someone had decided to settle on ruins, large clumps of carved rock lay scattered around, greenery growing over them. The houses were made of a similar looking rock, kind of like Spanish villas.

It was breath taking. It was so different from Earth, yet so similar. If she hadn't have been told she was on an alien planet, Millie would have believed she was in a rainforest or something. It was warm enough.

Everything was so still and calm. One by one, people emerged from their homes to greet the hunters. The older were weary of the two new people, but the little children rushed to them anyway. One even hugged Millie, taking her by surprise.

The Doctor looked around, something wasn't right about this. Panarl shouldn't be like this. They were friendly, not weary. What had made them this way?

* * *

After their initial worry, the villagers welcomed the Doctor and Millie as if they were from the planet. The Doctor immediately got to talking to the elders of the village, asking about recent times, any changes.

Turns out, there had been a major change in things, but whenever the Doctor got close to finding out what, the villagers would make some excuse about not being able to talk.

He was, however, having some luck with an elder named Dowink.

"So what's happened?" The Doctor asked, after Dowink had taken him into his house. It was smaller than the rest, and over crowded with all sorts of plants, herbs and voodoo things. Typical witch doctor.

Dowink looked around the room, then beckoned the Doctor closer like a conspirator. "There's a legend. And it's coming true."

"What legend?" Asked the Doctor, unable to keep the interest out of his voice. He grinned widely as Dowink started his tale.

* * *

Millie looked around everywhere for the Doctor, and by everywhere she meant standing on her tiptoes on one spot looking around. Malken stood watching her, with an amused look on his face. There was something about this girl that kept him looking. He wasn't quite sure what though.

Was it the way that she seemed so confident, yet fragile at the same time? Was it the freedom that surrounded her? Or did she just give off a happy vibe that no one could deny?

Before he knew it, he was walking over to her. He stood by her for a moment before she actually noticed he was there.

Millie jumped, she had just turned around to try and spot the Doctor and one of the hunters was stood beside her, with a smile on his face. After her initial shock, she smiled back.

"Sorry! I didn't see you there, you were so quiet!" Millie looked at Malken; it struck her as odd that he looked so human. He could have walked down the high street in Market Drayton, and no one would have noticed he was actually an alien. It was weird; she was expecting green people with large heads and black bug eyes.

"It's alright. I'm Malken, by the way, if you didn't get my name before…" He trailed off, suddenly feeling rather embarrassed. Millie grinned, she knew the feeling, she got it all the time!

"I'm Millie, if you didn't get my name before." She laughed a little, and the nervous Malken joined in too. The laughter soon subsided, and became an awkward silence.

Whenever this happened back home, Millie would start absentmindedly humming. Now was no different and she started to hum the last song she'd heard on her iPod, which was tucked away in her school bag back on the TARDIS. That happened to be _Holes to Heaven_ by Jack Johnson, an acoustic artist that belonged on a beach. Her head started to bop in time, and Malken found this rather amusing.

"What are you doing?" He asked with interest.

Millie snapped out of the song, and blushed feeling a bit embarrassed. "I was humming a song I know."

"What's it called?" Millie knew that he wouldn't know the song. Yet Millie couldn't lie to save her life, so she went for the truth, not that it made much difference.

"It's called Holes to Heaven, song by some guy named Jack Johnson. It's really pretty, the first line of the chorus is '_There were so many fewer questions when stars were still just holes to heaven_'." Millie stopped herself there, if she had continued, she'd have spoken his ear off, or sung it off rather! "Sorry, I like music." She grinned sheepishly. She had a habit of getting very enthusiastic when it came to music and she would talk very fast, a bit like the Doctor when he was figuring something out.

"No, it's alright. That song was nice. And you have a good singing voice." He said the last bit quietly, but loud enough for Millie to hear. They both turned away, blushing, but were soon chatting away like they'd been friends since the beginning of time.

They both found it so easy to talk to each other. Malken had never felt this way before, everyone else in Panarl were so wrapped up in what was going on that they didn't have time to listen. But Millie, she was different, in between the manic talking she actually cared about what he had to say.

"Urg! I hate this school uniform. We left before I had a chance to get changed! And it doesn't go with the tropical climate!" Millie laughed. Malken smiled at her.

"I have a sister; maybe we could steal some of her clothes."

"Really?" Malken nodded. Millie grinned, and threw the pair into a hug. "You are a superstar! You have no idea how much I hate school uniform!" It was true; Millie despised school uniform, not enough individuality. And it was too uncomfortable.

* * *

"Long ago, the village of Panarl used to be as free as the rest of the villages on planet Lalan. No worries, not a care. But," Dowink paused for effect, "there has always been this legend, but no one believed it was real, bar the odd eccentric. For you know as well as I do Doctor, there are eccentrics where ever you go." Dowink winked, making the Doctor wonder if Dowink was a little more than the village witch doctor.

"So what is this legend?"

"I'm getting there Doctor, be patient." The Doctor rolled his eyes. Dowink was being textbook voodoo man. "Years ago, Lalan used to be the most barbaric planet in the galaxy. Sacrifices, drinking blood, that sort of thing. Then the ancestors of modern day Lalan rebelled against the life style. More and more people were joining them, but the old way of life still continued. The centre of the barbaric activity was here in Panarl, it wasn't until a young man named Malken, not to be confused with the Malken you met earlier, realised that it continued because an old spirit had possessed the king. He, and two friends, set about to kill the king and trap the spirit. They succeeded and Lalan has lived peacefully ever since, that is, until recently."

The Doctor thought about this for a moment. What is most likely to have happened is that the spirit has broken free, or been set free. And the spirit is likely to target the monarchy.

"Your king is in danger."

Dowink laughed. "We have no king. Or queen. No monarchy. Our ancestors anticipated the fact that the spirit would just break free into the monarchy, so we removed it. Haven't had a monarchy in over a thousand years."

"Where was the spirit put after it had been trapped?"

Dowink furrowed his brow; the details on this part of the legend had always been sketchy.

"Well, let's see." Dowink gave up on thinking, and went to find a book that had the answer, or an answer. He ran his finger along the spines of the dusty books that were crammed on his book shelf. Most were books on herbal medicine or meditation. But there was one he was looking for, his great great great (and possibly a few more greats) grandfather had written a book that told all the secrets of the legend. The book had strict instructions with it to keep it in the family; there were things in this book that not every one could cope with.

He grabbed the book he was looking for, then sat back down with it open on his lap. After thirty seconds of flicking through it, he found the page he wanted. He read it out loud;

"_Once the spirit had been removed from the king and trapped, Malken took the ring containing the spirit and hid it._-"

"Well that helps!" Dowink gave the Doctor a serious look.

"It goes on to say where the ring was hidden." The Doctor nodded, mouthing _'Oh!'_. "_They took the ring and gave it to the king's daughter, Promella. She then hid it in the family jewel box, to be kept there for the rest of time._" Dowink closed the book, there was more text after that, but it wasn't relevant. "Promella's family line still live here in Panarl, it's Noren's family. You met Noren right?"

"Yes, loud lad. The lad's lad kind." Dowink looked at the Doctor blankly; he wasn't too sure what the Doctor just said. "Well, anyway, I'm going to pay Noren a visit. I also need to find Millie, who knows what that girl is getting up to! Last time I turned my back for a second and she almost got her mind invaded!" He waved goodbye to Dowink, as he continued to mutter to himself and left.

* * *

Millie stepped out of the small room she was just in, carrying her school uniform. She was now wearing a white dress, not her usual style, but it was the best on offer. At least now, she'd fit in more, everyone was wearing white. Malken told her it was because of the climate, and there was no need to dye clothes exotic colours.

When she walked into the room where Malken was she spun round, to show off the dress and finished in a pose.

"What d'ya think?" Malken grinned at her, she looked amazing, well he thought so anyway.

And he told her.

She smiled back at him. "Where can I leave my uniform? I don't think I'll be going back to the TARDIS anytime soon." Malken told her to leave it in his room, which he pointed at.

Afterwards she came back into the room that could have been the sitting room, Millie wasn't sure, did they have sitting rooms on Lalan? She was about to ask Malken when she heard the Doctor calling for her.

"I'd better go see what he wants," she laughed. "I'll see you in a bit!" She waved then rushed out the house.

The Doctor was still calling her name as she approached him.

"What?" The Doctor spun round to see Millie standing there, hands on hips.

"Where you been? Never mind. What happened to your school uniform?"

"I'm borrowing a dress off Malken's sister; my uniform is in his house. So, what have you found out then? I saw you talking to all the elders before, then you just disappeared. Really, it should be me asking '_Where you been?_' not the other way around."

"I was talking to Dowink, one of the elders. Turns out there's a spirit that likes sacrifices on the loose. But all is not lost, we can trap it again."

"How?" Millie asked, a little confused, she was missing a lot of details.

"We are going to visit Noren" The Doctor seemed to stop.

"Well…?"

"Which one's Noren's house?"

Millie rolled her eyes. "I don't know, but I know someone who does. Wait here." She rushed off again, disappearing into the street surprisingly filled with people. A moment later, she came running back with Malken.

Some of Dowink's words floated back into the Doctor's head. _There's a legend, and it's coming true. He, and his two friends…_

The Doctor shook his head, _One thing at a time,_ he told himself. So he grinned at Millie who had caught up with him by now.

"Malken's agreed to show us where Noren lives." The Doctor looked to Malken, who nodded.

"Let's go then!"

* * *

After about ten minutes, Malken showed them Noren's front door. He waved goodbye to Millie, his stomach flipping for the first time ever. Millie's knotted too, but she knew the feeling and her mind was cast back to Andy, who she was supposed to be over. But thinking of him made the feeling subside, maybe she _was_ over him.

"Urm, Malken. I think you should stay, this might interest you." For the last ten minutes Dowink's words were mulling over in the Doctor's mind and he'd been trying to make some sense of them.

Millie gave the Doctor a look that said, '_you've got some explaining to do!_' He returned it with a look that said, '_Later._' Millie rolled her eyes; she could see this becoming a common occurrence, him leaving her in the dark.

The three of them stood on Noren's doorstep as the Doctor knocked on the door. As the door opened to reveal Noren, the Doctor plastered a cheesy grin on his face. Millie followed suit, and Malken just gave him a shrug. These two didn't make any sense, and he wasn't about to try and explain them.

"Noren?" The Doctor watched the figure in the door frame as he nodded. "Can we come in; I think we need to have a little chat." But before Noren could make a decision, the Doctor waltzed in, Millie speedily joining him. Malken clapped his hand on Noren's shoulder as he walked past, muttering apologies.

Noren shrugged to no one, then shut the door. He turned into the main room, to find the Doctor had already made himself comfortable, with Millie milling about the room. Malken stood in a corner, arms crossed leaning against the wall.

"What's this all about then?" Noren asked whilst sitting himself opposite the Doctor.

"I wanted to ask you about family heir looms."

"What about them?" Noren was confused; this Doctor character was completely odd. He acted so unaware before, but now he knows everything and wants to ask about heir looms of all things. Another part of his mind told him to stay on his guard, the part that had been slowly taking over…

"Do you have one?"

Noren nodded. "Been in my family since before the revolution."

"Can I see it?" Noren walked out of the room into a small cupboard, where he rooted around for something.

"What was the revolution?" Millie hissed at the Doctor. He quickly explained to her the situation. Once he was done, Noren reappeared with a small golden ring in his hands.

"This is it nothing special." Something about his guarded tone unnerved the Doctor, what was he hiding? But before the Doctor could press this feeling Noren spoke again. "Are we done? Because I was thinking you two," he motioned to Millie and Malken, "might like to join me tonight. Thought about having a celebratory bonfire because of the good hunt and to celebrate new friendships." When he said that last bit, he looked at Millie in a way she found very uncomfortable.

She was about to protest, when the Doctor said, "You should go Millie, immerse yourself in the culture!"

She wanted to retort '_Bite me_', but thought better of it and glared at him instead.

* * *

Millie sat with Malken and Noren around a roaring fire just outside of Panarl. Noren was doing most of the talking, and it was mostly aimed at Millie. Malken watched as Noren edged ever closer to Millie. Jealousy burned through the young man, but to his delight, as Noren got closer, Millie pushed herself away. But she was running to of rock to sit on.

Noren grinned at her. Millie felt really uncomfortable. Why hadn't she sat by Malken? Was she completely dumb? Noren just kept on bragging to her, and worst of all, hitting on her.

Malken stood up, he couldn't take it anymore. Noren was selfish and annoying.

Noren looked up, "Hey where you going mate?"

"Home, I'm bored of watching you two." Millie felt cheeked, but was about to ask if she could join him. She too was bored of the alien chat up lines. _Who says to a girl, 'Did you know I'm a God?' Who?_

Unfortunately, Noren pulled Malken to the side, out of earshot. So she poked at the fire in front of them with a dead vine, watching it catch the flames that reminded her of Malken's eyes. When they came into contact with the vine, they turned a foreboding blood red, and Millie got a sinking feeling.

"Noren, please just let me go home."

"But the party's just begun!" Malken rolled his eyes.

"It's hardly a party, you're just making both me and Millie feel really uncomfortable. Oodles of fun, not!" Malken struggled to keep the sarcasm out of his voice.

"You're just jealous that she's paying attention to me, not you. Anyway mate, things are going to get better."

"Yeah, you might score." His tone was bitter, and his face matched. "I'm going." Malken walked off before Noren could try to sway him more. Instead he returned to the fire, at least he could still have someone…

Noren's footsteps broke Millie's concentration on the fire, and she looked up. _No Malken…_

"Where's Malken?"

"He's gone home." Noren seemed indifferent, yet narked at the same time. The same foreboding feeling came back to Millie with a vengeance.

"I'd better be going back too; I need to find the Doctor." She stood up to leave, her first big mistake. Noren rushed up to her, grabbing her arms, stopping her from moving. Panic set in and she started to struggle. Big mistake number two.

He shook her until she stopped. "Let go of me!" She started to squirm again, this time screaming for help. "DOCTOR! MALKEN! DOCTOR!"

Noren frowned at her. "You really shouldn't have done that." He had lost the charming tone of voice; it was replaced with a sneer. Big mistake number three.

Noren's eyes flashed to the blood red Millie had seen before. She screamed, her one and only smart move before being knocked out by Noren.

* * *

"DOCTOR! MALKEN! DOCTOR!" Malken had been gone for two minutes, and Millie was already calling for him. He was just about to turn back and get her, when he heard her scream.

He didn't know what happened, but he knew that going in alone would be a dumb move. Instead he raced back to Panarl as fast as he could. He had to find the Doctor, he was their only chance of saving Millie.

_Noren had said that the party was only just beginning._ Malken hated to think what the party was. Noren had been acting weird for the last few weeks, more ruthless, less merciful. Even when they were hunting, he'd make the animal suffer before he finished the kill off. And what was worse was that he looked like he was enjoying it.

When Panarl came into view, Malken started calling for the Doctor. The villagers all ignored him, all except Dowink.

"He's in his blue box."

"But that's at the top of the hill the other side of here!" Malken explained in between pants. Dowink grinned at him slyly. Malken gave him a look to show he was confused.

"It moves remember. It's outside my house." Malken looked to Dowink's house, and sure enough the blue box was there.

Malken said his 'thank you's then rushed to the box, calling for the Doctor, who poked his head from inside the box, with an annoyed expression on his face.

"What? I am trying to locate an evil demon here." When he saw the look on Malken's face and Millie's absence, he knew exactly what was going on. "I think we have already found it. Where's Millie?"

"With Noren."

The Doctor dashed back into the TARDIS for his sonic screwdriver from his coat pocket, then re-appeared seconds later, slamming the TARDIS door shut after him. "Take me there, now! We don't have much time."

"Why?"

"Remember the times before the revolution; they will start again if we don't move!" Malken didn't need telling twice. The pair rushed towards the fire Malken was at only a few minutes ago.

* * *

When Millie came round, she had a searing pain in the side of her head. She went to put her hand to the side of her head, to find they could only move so far before something started pinching at her wrists. She looked at her hands to find them tied to branches from trees on either side of her. She was pretty much being suspended in the air because of it, the only contact with the ground she had was with her toes.

She panicked and started tugging at the ropes, praying for them to break.

"I wouldn't do that if I were you." That same sneering tone rang through Millie's ears. For the first time she looked at where she was. She was in a secluded area, fire roaring in the middle and a throne on the other side hell-hole she had found her self in.

Feeling defeated she hung her head, to see a sharp blade protruding out of the ground. Her eyes widened with fear, it was pointed at her. She looked up again, terrified.

This struck a chord with Noren, and he chuckled heartily. "Welcome to the best tradition Lalan ever got rid of. Sacrificing the fair maiden."

"But I'm not fair! I'm bland and boring!" Millie protested, she was desperate. She didn't want to die; she'd only just started travelling with the Doctor. There was so much in life she hadn't experienced yet. She hadn't got one over on her brothers yet, she hadn't fallen in love, and she hadn't felt the bitter twist of life as it takes someone dear from you.

Noren sneered some more. "You're fair enough to capture the heart of our dear friend Malken." Millie couldn't help but feel happy about that, if she wasn't about to be sacrificed she would have had a real self confidence boost.

But then she remembered the Doctor. He'd find her, he can't not. He'd saved the day at her school, why couldn't he do it now?

"I don't know why you're so smug Noren, or beast inside of Noren. The Doctor will be here, he'll stop this. Just you wait and see."

"Oh I am fully aware of that, I am waiting eagerly for his arrival. For you see, if I had control of his TARDIS then the Time Lord technology will be at my fingertips and I could go back and stop the revolution ever happening." He grinned at Millie's confusion; she didn't know what he was.

"Time Lord?"

"An alien from the dead planet of Gallifrey, the last of his people. Funny how you know so little about the man you travel with. I know lots about him. Would you like to know about him? Think of it as a last request before you're sacrificed."

"It doesn't need to be." Millie grinned as the Doctor's stern voice cut through Noren's confident ramblings. When his image came into view his face had the same seriousness as his voice, until he saw Millie. He broke into a grin. "What you doing up there?"

"Trying not to die." Her voice was thick with annoyance. Here she was, in a tree practically, two trees, and he was going about things as if he was watching a feel good film. "Are you going to get me down?"

"In a second." His voice had flicked into the boyish tone he got in these situations. He used it to confuse the enemy. Malken tried to go to her aid, but he stopped the young man.

"Bite me."

The Doctor laughed at the evils he was getting off Millie. She really needed to learn about his ways. "You know, you shouldn't say that, because one day something might just bite you." She snarled at him, but he chose to ignore her. There were more important things to deal with than a moody teenager.

"Well, that was amusing." Noren chuckled. "Now Doctor, I fail to see the TARDIS."

"That's because I didn't bring it. I knew you'd try to use it. Wouldn't have worked anyway, she only responds to me and my companions she likes. I remember one guy, oh he was annoying. She switched rooms around just to annoy him!" The Doctor grinned. "Hopefully she won't do that to you Millie."

"Well, she might not have to if you don't hurry up. I don't think these ropes will hold much longer." It was true. Ever since she'd come round she'd been hearing a creaking noise, and it took her a while to figure out it was the ropes. They had been partially cut.

And as if to prove her right, she lurched forward, letting out a small scream as she went. She screwed up her eyes; she seriously thought she was dead. Only when she opened them she realised that she was close to it, but not dead. The spear was close to her stomach, and she breathed in as to avoid touching it.

"Doctor?" She didn't move, she feared it would break the ropes completely and then she would be dead.

Malken watched, horrified. The Doctor had his eyebrows raised.

"Sneaky. But now, it's time to stop you."

Noren chuckled. "How?"

"With this." The Doctor pulled his sonic screwdriver from his pocket, and held it up. Noren guffawed.

"What is that?" He said between the laughter. The Doctor told him. Noren laughed more. "Who looks at a screwdriver and thinks 'This could be more sonic?'"

"Woah, déja-vu, I had a friend who told me that. But anyway, you under estimate the power of my sonic screwdriver." Noren laughed harder. The Doctor rolled his eyes, then pointed the sonic screwdriver at Noren. The buzz pierced through his laughter, stopping it abruptly. Noren's body convulsed and turned, shaking violently until a red entity removed itself from him. Noren collapsed, unconscious.

The red entity screamed and writhed. The sonic screwdriver was set at a frequency it disliked very much.

"Cut that out!" It yelled. Its voice sounded like someone being tortured.

"Not just yet. Malken pass it over." While they had been running, the Doctor had passed him some strange object. Millie permitted herself to look for a second, the voice had intrigued her. Malken handed the Doctor what looked like her lunchbox, an ordinary Tupperware pot. She wanted to yell, but she feared falling too much. She would have yelled, '_That better not be my lunchbox!_'

Malken watched as the Doctor opened the box single-handedly, then twist the sonic screwdriver a little. His attention was drawn to the red entity. It started to scream, twist and contort, moving towards the box. When it was in the box, the Doctor snapped the lid down, shutting it on.

An eerie silence fell over the camp, only to be broken by the ropes creaking and Millie whimpering. The Doctor jumped into action, calling Malken over as he did so.

He adjusted the sonic screwdriver to break the rope further. When he told Millie, she shrieked.

"It's ok, Malken's going to catch you."

"He better!" The Doctor grinned.

"Ready?" He asked Malken, who couldn't find his voice. He nodded instead. The Doctor put the sonic screwdriver to the rope as Malken put his arms under and above Millie so he could pull her out when she fell.

The sonic screwdriver buzzed. Everything happened quickly after that.

The rope snapped. Malken caught Millie and pulled her away.

The next thing any of them knew was that Millie was hugging Malken.

* * *

Malken, Millie and the Doctor stood by the TARDIS watching Dowink look over Noren. _He was going to be fine…_

Millie took Malken by the hand, pulling him away. She wanted to talk to him.

The Doctor watched them go. It coincided with what he wanted to do perfectly.

"Dowink." The elderly man looked up at him. "Before, you told me the legend was coming true, but you only told me half of the legend."

"You are a clever one aren't you?" The Doctor grinned. "How did you know?"

"Oh there were plenty of give-aways, and a magician never gives away his secrets."

"Will the beast ever be back?"

"No, he's safe in here." The Doctor waved the Tupperware box. "Going to drop this baby off at the nearest sun." He turned his attention to Millie, they needed to leave, her lunchbox wouldn't hold it forever.

Millie stood opposite Malken, with a weak smile on her face. This was her first goodbye.

"We'd best be leaving." She turned away, but Malken caught her am.

"Will I ever see you again?"

Millie couldn't lie to him, she sucked at lying. "Probably not, sorry." Her eyes flicked between the floor and his face. She couldn't look at it for too long, it hurt too much.

He lifted her face with his hand. "Then we'd better say goodbye properly." Malken leaned in and he kissed her!

Millie couldn't help but think, _Oh my gosh, I'm kissing an alien!_ But it felt good, far better than any kiss she'd shared with her ex.

When the kiss ended, she smiled at him. The Doctor called her name. "Bye!" And with that she was gone.

Millie returned to the Doctor, grinning. The grin fell to a smile when she saw the thing in his hands.

"That better not be my lunchbox." The Doctor grinned sheepishly at her.

"Sorry. It was the best thing I could find."

"You went through my bag!"

"But your lunch is safe and waiting for you on the console."

"That makes it all better," she rolled her eyes following the Doctor into the TARDIS. Their conversation ceased to be heard after the doors shut, and Dowink watched as the TARDIS started to _whoosh_.

Malken stood by him, watching Millie leave.

"There goes the Doctor, Time Lord."

* * *

**New chapter up soon!**


	4. Chapter Four Oh Smeg

**A/N: Another crossover, but they are such fun to write! Well, this is my attempt at a DW/Red Dwarf crossover. Sorry for lame jokes and if you don't watch the show… But I hope you enjoy!**

**Is anyone reading this? Please R&R if you are, I like feedback. Even if it's CC, that helps me improve.

* * *

**

Chapter four – Oh Smeg…

* * *

Millie sat opposite the Doctor in the console room. He had said they were speeding through the Time/Space Continuum, and if she had any questions they should be asked now. She had told him when they got back on the TARDIS that she wanted to talk.

"So who are you? Doctor who?"

Ordinarily he would have grinned, but right now he had to be serious. Well serious enough to answer her questions. "I'm a Time Lord, the last of my kind. I come from a planet that doesn't exist anymore. It was destroyed in the Time War, along with my people, and apparently the Daleks."

"What's a Dalek?"

"The most horrible thing you will ever meet, pray you never see one. There were some in England recently, but only in London. They look a little like dustbins."

Millie nodded, dustbins didn't sound too scary, but she thought she should take his word for it. He knew far more than she did.

"Why do you say apparently the Daleks, and not 'and the Daleks'?"

He sighed, showing a true sadness in his eyes. "Because I have seen them a few too many times recently for them to have been wiped out."

Millie nodded, deciding to quickly change the subject, he didn't look to happy. She tugged at her school jumper, which she had retrieved off Malken, while thinking of a new question.

"What are you like then?"

"Rude and not ginger." _Random_, Millie thought, _but then that's the Doctor all over._

"You had any companions before me?" The sadness came again and seemed to grow. "You don't have to answer, sorry."

The Doctor looked up at Millie. "You know, you're the first companion to ask if there have been others."

Millie grinned, trying to pick up his mood. "That's because I'm original!" She posed at him, trying to make him laugh. It only resulted in her iPod headphone falling out of her ear. She muttered angry curses at the headphones, they always fell out.

The Doctor raised his eyebrow. Ever since they'd been back in the TARDIS she'd had that thing in her ear. "What are you listening to that is so important that it must be heard during a conversation?"

Millie grinned. "Panic! At the Disco, but I doubt you'll have heard of them. You're old." She placed the headphone back in her ear, I Write Sins Not Tragedies playing through once again.

The Doctor smirked, this could be interesting. "How old do you reckon I am?" The boyish enthusiasm rang clearly in his voice.

"Thirty-five?"

The Doctor laughed, he couldn't help it. "More like nine hundred." Millie's jaw dropped, causing the headphone to fall out once more. She grumbled through her shock. "Why do you use your iPod if it annoys you so?"

"Because I love music. But you won't have to put up with me chasing the headphones for much longer, the battery is dying."

The Doctor grabbed his sonic screwdriver, and walked over to Millie. He grabbed the iPod and aimed the screwdriver at it. He watched the screen as the battery went from low to full.

"There we go! Ever lasting battery." He walked back to where he was stood originally and then turned back to look at the confused Millie. "Oh, and I'll have you know, Panic! At the Disco are known all over the galaxy."

"Seriously?" They laughed, Millie wasn't sure how true that was, but she laughed regardless.

* * *

That day on the Red Dwarf started out like any other. Kryten was busying himself in the kitchen and the launderette, he loved his housework. It was what he was programmed to do, he was a robot designed to serve humans. This meant cleaning Lister's toxic laundry every day. Which hadn't been done until they had picked up Kryten from an empty space ship!

Lister himself was still asleep, snoring loudly annoying everything conscious in the vicinity. This happened to be Rimmer, the hologram. He may not be able to touch and taste, but he could most certainly hear and smell. Two things you wished you couldn't do around Lister, the biggest space bum in the universe.

Holly, the senile ship computer with the apparent IQ of 6000, was re-reading the whole collection of Charles Dickens. She'd asked Lister to wipe the disk holding her memory of the books, because she was bored and had nothing better to do. Well what else could they do? They were in a huge mining ship, which was drifting in the direction they hoped Earth would be in, in about a few million light years.

Cat was also going about doing his usual morning routine. He was scuttling around the Red Dwarf spraying things with water and claiming them his. Cat was a fickle character, easily entertained. All he cared about was his next meal and what he was wearing.

Cat was the evolved form of an ordinary house cat. Lister had snuck Frankenstein the cat on board the Red Dwarf, three million years ago before he got put into suspended animation. And the rest of the crew were killed by radiation caused by a bad repair made by Rimmer, when he wasn't a hologram. Holly had brought him back to keep Lister sane. Really, they drove each other round the bend!

Cat turned down one of the many corridors of the Red Dwarf, talking to himself. He was talking to himself about how he looked. He stopped scuttling.

"I look better than nice, I look dangerous!" Feeling pleased with his appearance, he started to scuttle once again. Only to be stopped dead in his tracks.

A wind has kicked up, and a scraping noise filled the small corridor. Slowly a blue box appeared.

* * *

"Hmm. We've landed." The Doctor sounded surprised. Millie turned off her iPod and set it down on the console.

"Where?"

The Doctor leaped up, grabbing his coat. "I don't know, so let's find out!"

Millie grinned, and rushed to the door with him, sharing the excitement that pulsed through the Doctor. The door burst open to reveal a humming noise. They stepped out, shutting the TARDIS door behind them. In front of them stood a man dressed in a rather spangley suit.

He had a horrified look plastered to his face. "Uh-oh, better make myself look big!" He stood on tiptoes and raised his hands to his head. He grimaced to reveal sharp fangs. Millie stepped back shocked, he looked so human.

Until now the Doctor had been locking up, and when he turned round the figure in front spoke again. He returned to the horrified look on his face and said, "Wuh-oh, better make myself look small!" And with that he crouched to the floor.

Millie raised her eyebrow, and asked the Doctor, "What did you do?"

* * *

Holly's face appeared in the mirror, making Rimmer jump. He had been inspecting the large 'H' plastered to his forehead, signifying he was a hologram. Lister had made sure he wasn't going to have a nice lie in.

Rimmer turned his attention to the head in the mirror, which was a bland looking woman's with what would be shoulder length hair, if she had any shoulders.

Rimmer flared his nostrils, a habit which most of his crew mates disliked. It meant they could see right up his nose, which was big enough without having to flare!

"Morning Hol', next time you want to show up, please give some warning." He turned his head up in his arrogant manner.

Holly rolled her eyes. "I came to tell you that an alien ship has landed in the Red Dwarf…"

"In?" Rimmer asked. "That doesn't make any sense!"

"Yeah well, neither does letting Cat greet them." Rimmer's eyes widened. Cat was a fool, and these were aliens. There was no knowing what he could be doing.

"Lister, wake up!" Rimmer would have thrown something, but as a hologram he couldn't touch anything. Luckily Lister snorted, and slowly woke up mumbling. "Lister, there are aliens on board, and Cat is greeting them!" Lister got out of bed, still fully dressed. Rimmer looked at him with distaste. "You are a disgusting creature."

"I know!" Lister replied, sounding almost pleased about this. "Where's Cat Hol'? And this alien?" Lister teased the last bit, he assumed Holly was making it up. Aliens weren't real, but Rimmer thought they were and one of Holly's favourite past times was to annoy Rimmer.

"In the corridor near where Cat often disappears off to."

"Right, let's go Lister." Rimmer spoke with his 'sunny disposition', which soon turned sour. "Before he shows the aliens his extensive wardrobe!"

* * *

Millie and the Doctor looked at the bowing figure on the floor. They stood in silence, until Millie broke it.

She sneezed. It had been building up ever since she set foot on the ship. After the first, a series of more sneezes soon followed.

"Urg!" She complained. "No idea what brought that on!" She said after her outburst had finished. The Doctor raised his eyebrow, the cogs were already turning.

"You allergic to anything Millie?"

"Cats, but I don't see any here."

"I do." Millie raised her eyebrow in confusion. What was he going on about?

"Doctor? What are you going on about?" He was about to answer when two men walked into the corridor.

One was slightly taller than the other, wearing a beige outfit. He also had an 'H' stuck to his head, and Millie wondered if the other one had stuck it there, he looked like the type. The other one looked like a bum, a space bum. And he smelt like one too. To Millie he looked like he hadn't washed in about three million years.

"Hol'? These are humans!" The first one called. The Doctor put his hands to his hips. He was about to protest, when a screen next to Millie's head turned on to reveal a woman's face, making the girl jump.

"They are aliens, I swear! They just appeared out of nowhere!"

Rimmer flared his nostrils in disbelief.

"Ok Hol', the joke is up. They are human. Hold on, they are human!" The second man spoke with a thick Liverpuddlian accent.

"She is, but he's not." There was a heavy silence.

"Cat get up!"

"No way man, this guy's an angel!"

All eyebrows were raised, or in Rimmer's case, nostrils were flared.

* * *

Kryten stood bewildered, an emotion he had recently mastered, as Mr Rimmer and Mr Lister brought two strangers into their room, which Holly had summoned him to.

"Mr Lister, Mr Rimmer, what is going on? Why is Cat acting stranger than usual?"

Millie looked at the bumbling robot in front of them.

"He's a bit retro isn't he?"

"Millie, don't be rude."

"Pfft, you're one to talk. What is it you said about yourself, _rude and not ginger_?" Lister raised his eyebrow at the pair. _Is this what humanity turns out like?_

Rimmer waltzed in after them, feeling rather arrogant. Aliens existed, he had always known that, but everyone else tried to tell him otherwise. Well he was right, not something he often was and he had every intention of making sure Lister knew that.

Lister however, still believed that they were just two humans, though how they got onboard was bugging him.

"Who are you two?" Kryten asked.

"I'm the Doctor." The Doctor grinned at saying this, and Millie got the impression he really liked saying those three words. Why, she'll never understand. "And this is Millie." Millie waved, she was getting used to this meeting new people everyday thing.

"Ok then, what are you?" Lister asked this, he was getting tired of Holly's joke running on this long.

"I'm human," Millie said, pointing to herself, she then pointed at the Doctor. "But him, I only just found out he was 900!" Everyone but Cat looked confused; Rimmer just assumed Cat wasn't aware they were talking. Cat was the sort of humanoid that when he didn't get something, he would zone out and think about hair or food.

"You only just found out?" Cat squealed in an accusing tone. Millie raised her eyebrow at him. "I found that out in kitty school!"

"Cat would you please enlighten us with your knowledge of this man."

"Most certainly Kryten." Lister was shocked and confused at the same time, not only was Cat saying words other than hair and fish; he was the one in the know! "It's part of my religion-"

"Hang on then, shouldn't I know about it?" Lister asked, he was the founder of Cat's religion, apparently.

"Don't be stupid. You may be God, but this guy is way out of your control!" Millie had to suppress a giggle, these guys where very amusing. "Anyway, it's part of my religion. It says that the Doctor will help Cloister the Stupid with his great blue box when a great danger strikes. Now what was that danger…?" Cat looked off into the distant, looking as if he was thinking.

Just then another Cat appeared, causing many surprised looks. The second Cat spoke to the first, "Hey Cat! He's here to sort out the time leaks."

"Oh yeah. Thanks me!"

"No problem me. That is a fine suit you're wearing." The crew looked between the two Cats.

"Thank you. That is a fine suit you're wearing!"

"You're both wearing the same suit!" Millie exclaimed, before sneezing again. The second Cat had triggered off her allergy again.

"Well, I'd better be off now!" And with that the second Cat scuttled out of the room, leaving the original.

"Hol'?" The woman appeared on screen after Lister called her. "What's a time leak?"

"Don't know." Rimmer rolled his eyes. Holly was useless, whatever happened to the IQ of 6000?

"I do." All eyes fell on the Doctor.

* * *

Rimmer and Lister walked through the extensive network of corridors that led to the bridge. They were arguing, well Rimmer was bragging.

"I told you aliens existed, but no you wouldn't have any of it." Lister rolled his eyes at Rimmer's smugness. He could tell that Rimmer wasn't going to let this one go any time soon. "I knew the minute I laid my eyes on him that he was an alien. I didn't need Kryten's confirmation after the scan that he had a binary circulatory system."

"Rimmer you didn't even know what one of them was!"

"Never the less, I knew they were aliens. I was right, you were wrong." Rimmer held his nose high in the air and flared his nostrils, giving Lister an unwanted view of what was up there.

"Ah but only he's an alien, not both. She's from Earth. Living proof that it still exists!"

"She's from 2007, that's what twenty years on from when we left? It's now three million years on from when we left."

Lister rolled his eyes once again, shaking his head. "You're a smeg head." But before Rimmer could retaliate to Lister's personal attack, they arrived at the bridge.

* * *

Millie followed Kryten to the laundry room. He was twittering on about how only last week he had found some dirty laundry that wasn't Lister's and he felt the need to wash it. Millie wasn't really listening. She was too busy looking at the space ship that surrounded her. She was on a space ship!

A pretty much deserted one, where it's only inhabitants were an insane computer, an equally insane robot, a human cat thing, a hologram and a space bum. But it was space ship never the less.

They stopped at a pile of clean washing, and Kryten handed her a beige jumpsuit.

"It should fit, I assed your dimensions and they are pretty similar to those of this ensemble." Millie raised her eyebrow, _assed your dimensions_ she didn't like the sound of that. She also didn't like the look of the jumpsuit, but it was an improvement to her school uniform. _I have to go home soon to get some clothes!_

After finding a safe place to change, Millie and Kryten walked back to Rimmer and Lister's room where the Doctor and Cat were. He laughed when Millie walked in.

"It's not funny."

"Sure it is," the Doctor paused to read the name on her suit, "Kochanski." Millie scowled at him.

"Bite me."

A crackle sounded over the communication system, and Lister's voice rang through it.

"We're here. What now?"

"Make the Red Dwarf stop travelling. We can't have this Time Leak spreading across half the galaxy."

"Roger that." And the comm. system died down. Millie turned to the Doctor.

"So what is a Time Leak exactly, other than extremely dangerous? How did it cause two Cats to be in the same room?"

The Doctor grinned, now was a perfect time to speak techno-babble, which he loved to do so much. "Time Leak, caused by a crack in the Time/Space Continuum. This crack lets the past, present and future mix, producing multiple people, like with Cat."

"What causes the crack?"

"Usually people trying to go into hyper-drive, which is travelling very-"

"I know what hyper-drive is, I have seen Star Wars. Geek brothers remember."

The Doctor grinned, then continued explaining the Time Leak to Millie. "So basically we could be seeing many things that have or will happen on this ship."

"Ok, so why are they so dangerous? They sound like an amusing episode if you ask me."

"Because, each time a bit of Time leaks through, the crack gets bigger. Soon the crack will become a chasm, and it will keep growing until the Time/Space Continuum snaps in half completely." The Doctor had a face of utter seriousness.

"What happens then?"

"The end of the world." Millie's stomach sunk, but she felt adrenaline at the same time. This was life with the Doctor at its most exciting, even though she had only had two adventures with him.

"Wouldn't they happen all the time?"

"Not really. There was a time when they did, but my people fixed them, and helped advance the space travel so it didn't break. This ship must either be incredibly faulty or it didn't get the upgrades."

"In all fairness sir," Kryten piped up for the first time, "not only was this ship made on Earth, but for the last three million years it has only had a senile computer, a race of homo-felines and a man in suspended animation. Not exactly the ideal circumstances for getting upgraded." Kryten pulled a face which was supposed to be say '_duh!_'Millie sniggered at the attempt. The whole concept of a android trying to feel human emotions was rather amusing.

The comm. system crackled in again, and they heard Lister say, "Smeg."

"What is it Lister?"

"Rimmer's being annoying." The Doctor rolled his eyes; he thought there might have been trouble with the ship.

"Can you stop the Red Dwarf from moving?" His question was answered by the humming of the engines silencing. "Can you keep power without moving?"

"We can."

"Good. Get back here when you're done."

* * *

"How are we going to fix the crack then Doctor?" The Doctor shuffled about the TARDIS console room. After Lister and Rimmer had returned, they got Holly to tell them where the TARDIS was, so the Doctor could get what he needed.

"With this." The Doctor held up a small green metal box-like thing.

"Hey! That's my iPod!" The Doctor smirked at the cheeked face Millie wore. "You better not break it! And why my iPod?"

"Because the frequency given off when it plays is what can mend the crack."

"So when it broke before, you got your MP3s out and blared music at the crack."

The Doctor winced in thought. "Not exactly. Normally I would have a tool that gave off the frequency needed, but I don't have one so this will make do!" Millie glared at him again.

"If you break it…"

"I won't break it, I promise. And even if I did, that is what this is for." The Doctor pulled out his sonic screwdriver. Millie grinned.

"You and that sonic!" Millie rolled her eyes.

"Sonic?" The Doctor raised his eyebrows at Millie. "What's wrong with calling it the sonic screwdriver?"

"Takes too long! Plus sonic is cooler."

The Doctor questioned this. "What do you know about cool? You're fifteen."

"What do you know about cool? You're nine hundred!"

Although Kryten was only an android, from hearing that conversation between Millie and the Doctor and assessing it he could tell that they could almost be brother and sister. Bar the fact he was an alien with two hearts, she was human and there was a huge age gap which would suggest their parents would be about a thousand years old.

* * *

Cat scuttled down the corridor, he had been told by the Doctor to try and find where the crack spilled most time to. He'd been given a particularly shiny gadget which beeped every so often. The Doctor said it should light up and beep more if he got the centre of the leaks.

Cat had seen many weird things on his journey. He saw Lister with a woman, which surprised him. Cat thought that Lister's stench would be enough to repel any being that could smell. He also saw Rimmer in a pink dress and a puppet on his hand. He was talking to the puppet.

_Mr. Flibble says 'Game over boys'_…

Cat ran away at that point and he ran into Kryten. He happened to be stalking about as if he was chasing something. He told Cat to beware of the Emo-Hawk, which Cat remembered to be a shape shifting thing they dealt with ages ago.

If Cat had had any brains he would have realised that because there were more time leaks, he was getting closer to the centre. But Cat doesn't have any brains, so he scuttled merrily along muttering to himself that he was dangerous.

The device in his hand started to flash, and the beeps blurred into one sound. Cat stopped dead in his tracks and looked where he was. The canteen. His stomach growled, but even Cat knew there was no time for food, even if the special was fish.

There was an odd smell about the canteen; usually it smelt like industrial food. But right now, it smelt similar to when a thunder storm had ended. The static in the air made his perfectly styled hair rise. Cat desperately tried to flatten it back into place.

Someone else was in the room too, shuffling about commenting on the static. Cat looked up to see a man with a dorky mushroom hair cut, wearing plastic sandals and carrying a thermos.

"Duane Dibley?!"

* * *

The Doctor scrolled through Millie's music trying to find something particularly rowdy. The rowdier the music, the better it would work. But her iPod was filled with all sorts of rubbish. _Billie Piper, Disney music, McFly…_

"You got anything decent on this thing?" He asked, holding up Millie's iPod up. Millie mocked shock, but the Doctor raised his eyebrows. "Billie Piper?"

"I'll have you know she is very good when you are seven!"

"Rowdy music is what we want, not bubblegum!" Millie thought a moment, mentally scanning through her itunes, the program that held all her music.

"Well, I have Fall Out Boy, and My Chemical Romance. Or Panic! At The Disco, the universally famous." The Doctor chucked Millie her iPod and told her find the rowdiest. She selected Three Cheers For Sweet Revenge, the My Chemical Romance album. "Got one!"

"Good, now where is Cat?"

* * *

"What are we doing?" Lister asked, while holding his guitar amp. The Doctor had mentioned something about rowdy music, and he wondered why he shouldn't just play his guitar.

Rimmer however was glad Lister wouldn't be playing his guitar. Lister was possibly the worst guitarist he had ever heard! Firstly he couldn't tune his guitar so it would make even Jimi Hendrix sound bad! And secondly, he was tone deaf.

"We are fixing the crack in the Time/Space Continuum." Lister rolled his eyes, he knew that much, he just wasn't too sure how they were doing it. But then neither did Rimmer, hence to obvious remark.

The pair walked in silence back to the TARDIS, Lister lugging the amp along. The TARDIS door swung open, to show a hyperactive Doctor bouncing about the place, connecting wires here there and everywhere.

"What is he doing?" Rimmer asked, nostrils flaring out once more.

"Couldn't tell you." Millie replied, flatly. Kryten followed her out, shrugging. "Doctor you ready?"

"Just waiting for Cat now!" And as if on cue, Cat came racing into the corridor, displaying the same horrified look as when he first saw Millie.

"What is it Cat?" Lister asked.

"Duane Dibley!" Rimmer snorted, while Lister chuckled to himself. Kryten joined in on the laugh. Millie gave them all a look that said, '_weirdos_'.

"That bumbling fool is here?"

"Who is Duane Dibley?" Millie said after sneezing. _Blooming cat allergy._

"Cat with no style." Millie nodded, this confirmed they were all stir crazy and had been cooped up for too long.

The Doctor popped his head out of the TARDIS after hearing Cat was back. "You found it?"

"Yeah, it's in the canteen."

"Brilliant! Millie, Lister!" The Doctor fully emerged out of the TARDIS with Millie's iPod in hand. But rather than headphones coming out of the top was a contraption which made Millie whimper in sympathy for her iPod. "Lister, lead the way! And hurry!"

If the Doctor had have been in a small room, he would have been bouncing off the walls. He was buzzing about, talking with incredible speed and enthusiasm. The three of them hurried to the canteen. Cat, Kryten and Rimmer followed them shortly after, they had nothing better to do.

* * *

"Holly?" The woman appeared on one of the screens in the canteen.

"Yes Doctor?"

"Can you divert most of the power to this room?" He said whilst plugging Lister's amp into the wall.

"Yep, give me a couple minutes." The Doctor stopped briefly to nod at Holly, then he grabbed his sonic screwdriver and aimed it at the amp. Lister protested, but the Doctor ignored him. "Millie hold this!" He threw the sonic screwdriver to her.

Millie fumbled with the sonic, but she caught it. All around her were many different versions of the Red Dwarf crew, even herself and the Doctor. There were also some of the members of the crew that died over three million years ago.

A short Scottish woman came up to Millie. "Hey! Why are you wearing my jumpsuit?"

"You're Kochanski? Urm, Lister?" Millie had already heard the man talk about Kochanski, and assumed he'd like a reunion. Which he did like, very much. So Millie took this as an opportunity to help the Doctor again.

He instantly made her hold her iPod so he could tinker about changing things so that he could mend the crack.

* * *

Cat, Rimmer and Kryten entered the canteen, and were instantly lost in a sea of themselves. So many incidents that they could remember, and so many they were yet to live. It was over whelming. Duane Dibley milled about the place, Ace Rimmer, a braver and less smarmy version of Rimmer, also walked about saying;

"Smoke me a kipper; I'll be back for breakfast."

In the middle of the room, the Doctor and Millie stood preparing to fix things.

"Right, the amp and iPod are on the same wave length, so when we press play, it should come out of the amp. All we need now is the extra power. Holly?"

She appeared once again, looking cheery. "All set, ready when you are."

The Doctor handed Millie her iPod, she looked worried. "You said should, is there a chance this won't work?" The Doctor grinned at her.

"Press play and we'll see." She grinned back, then hit the circular button in the centre of the controls on her iPod. My Chemical Romance screamed through the amp.

All around them the images caused by the leak looked as though they were being pulled back by a vacuum cleaner. Everyone stared in amazement as one by one the images were pulled back to their right times.

When they were all gone, the Doctor cut the link between the iPod and the amp. Millie paused the song, which couldn't be heard anyway. An eerie silence held the canteen.

"Smeg!" Lister exclaimed.

"Good job you gave my iPod ever lasting battery!" Millie laughed.

* * *

"All power is back to where it should be. The Red Dwarf will be moving again in one minute." Holly told them. Everyone stood outside the TARDIS, knowing that this was goodbye.

Lister hugged his amp; it had taken a serious beating when the extra power went through it. And now, consequently, it was smoking.

"Before we leave." The Doctor pulled out the sonic screwdriver and held it to Lister's amp. It buzzed into action, and slowly the amp stopped smoking. "All fixed." Millie grinned at Lister's confused look.

"Oh smeg, that means he's going to be playing his guitar later!" Rimmer groaned, flaring his nostrils for the last time. Millie couldn't hold the giggle in any longer. The Doctor looked to her, grinning too.

The familiar hum of the engines roared up.

"Well, we best be off. More adventures are a-calling."

"Farewell Doctor and Millie." Kryten nodded.

Cat pounced on the Doctor giving him a hug, knocking him back slightly bewildered. He went to hug Millie too, but she held out her hand and sneezed as a reminder she was allergic to him.

"Do you want this jumpsuit back?"

Kryten shook his head. "The person it belonged to is long gone. You have it."

"Thank you." Millie and the Doctor waved one more time, then stepped into the TARDIS.

Cat's cheery '_bye!_' was the last thing they heard before the _whooshing_ noise kicked in.

"Where to next?"

* * *

**This is the last crossover for the series, just letting you know! But there might be one or two in S2… depends on how I feel! And how well these ones go down!**

**As I said before, please R&R and I might be more motivated to update more regularly. This series is all finished, it just needs posting.**


	5. Chapter Five Sweet Sixteen

**A/N: Ok, this was written around my 16****th****… so yeah! Lol (well not really written, the idea was thought of then!) Like... A year ago-ish now! But anyway, sorry for wait in update, but I'm not entirely sure anyone is reading this... meh Enjoy it anyway!

* * *

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Chapter Five – Sweet Sixteen

* * *

The Doctor and Millie stumbled into the TARDIS laughing their heads off. So much had happened in the last few days. Not only had the Doctor revealed that he had a wardrobe in the depths of the TARDIS after a tour, they had been to so many places.

But there was a thought Millie kept having, and it wasn't going to go away until she asked the Doctor.

"How long have I been travelling with you?"

The Doctor mused a moment, before answering. "Two weeks, why?"

Millie had the image of a calendar in her head, trying to figure out the date on Earth. Her eyes widened. "Oh my gosh! It's my birthday! Take me home!"

* * *

"Thank you, goodbye." Mrs Prior hung up the phone, on the brink of tears. It was her baby girl's sixteenth birthday and there was still no sign of her. She'd been missing for two weeks and Mrs Prior couldn't figure out why she had gone.

Home life wasn't bad; she was doing well at school. Everything was good.

Mrs Prior sighed. That day Millie disappeared no one was themselves. People complained of headaches, weird buzzing in their ears and a funny feeling when they breathed. It was all strange.

But people had gotten better, and there was no sign of Millie. Mrs Prior had called missing persons; she had put up fliers, even spoke on the radio. The head teacher of her school assured her there were messages on the bulletin asking if anyone had seen her.

No one had.

Chris came into the kitchen and made his mother a coffee. It probably wasn't the best thing for her to have. She was suffering from insomnia, but he guessed that she may as well have the caffeine to keep her going.

At the door, there came the distinct sound of a key scraping the lock followed by the sound of the door unlocking. Mrs Prior didn't bother looking to see who it was; she assumed it was her husband returning from another fruitless effort in trying to find their daughter.

* * *

Millie slipped her house key back into her school bag, then pushed the front door open. The house was oddly quiet. She guessed it was because her music usually made all the racket. That or nobody was home.

The Doctor followed her in, looking at the hall. It was a typical family home. Painted walls which were easy to clean, covered in baby pictures. The Doctor managed to see one of a young Millie wearing a ballet outfit and far too much make up for an eight year old. He almost let out a laugh, which he managed to muffle to a snort. Millie shot him a glare.

"Hello? Anyone home?" She called into the corridor. There was a clatter of chairs, then Millie saw her mother rush towards her, grabbing her and locking her in a hug. Chris was close behind, and he could see the suffocated look his big sister was wearing. "Mum! Let go! Please! You're choking me!"

Mrs Prior let go. "Millie where the hell have you been?! I've been so worried. We even got the police in to try and find you. You've been gone for two weeks!"

"I know mum. It's ok, I'm safe I'm here. I'm sorry; I should have sent a message, but I left on a whim. Spur of the moment."

"Where did you go?" Millie smirked, her mum was probably expecting London or somewhere.

"The planet Lalan, aboard the Red Dwarf and beyond." Her mother stared at her in disbelief. Then she noticed the Doctor for the first time, and she gave him a scowl to rival Millie's.

"You kidnapped my daughter!" She went to attack, but Millie held her back.

"No mum! This is the Doctor. He offered to let me travel with him, and I accepted." The anger burning in Mrs Prior's eyes died down.

"Are you home for good?"

"No." Millie said quietly. "But," Millie picked up her tone as to not upset her mother further, "I am here for my birthday!" Millie's mother attempted a smile, but the thought of her girl being away from home was too strong to push aside. "But first, let me get out of this uniform!"

* * *

A warm happy atmosphere filled the house as the family threw up some decorations in the living room. It was only the Doctor that wasn't really joining in the festivities, and Millie was going to change that.

"What's up Doc?" She snorted at her own joke, to which the Doctor raised his eyebrow.

"It's not cool to laugh at your own jokes."

"You do it! Anyway, are you going to stand in the corner and be moody or are you going to relax and join in. C'mon, it's my sixteenth birthday! You better not be like this at the party." As soon as Harri, Millie's best friend, heard Millie was home, she had said that they were going to have a party.

"I don't do domestic, and that includes parties." Millie tried the puppy dog eyes look on the Doctor, but he was having none of it. Millie felt genuinely down heartened. The man she trusted her life with, didn't want to celebrate her birthday, and the Doctor saw this. He suddenly felt very guilty. He sighed. "Alright, who's coming?"

Millie clapped in delight and started rambling off names at a very high speed. The Doctor was already beginning to regret this.

* * *

About half an hour later, Harri arrived at the door, armed with presents and a lot of energy. She regarded the Doctor with a weird look, she vaguely remembered him as the crazy physics teacher they had for not even one lesson.

A few more people trooped in. Millie's cousin came, bringing her extensive family, even her brother Rory had managed to come home from university.

_I have got to get out of here_, the Doctor thought to himself. The frequency at which Harri was squealing went right through him. He got up, weaving in and out of Millie's strange family that crowded her living room. All were too busy fussing over where she went to notice the Doctor leave.

Millie however did. "I'll be back in a second." She leapt off the sofa and followed the Doctor into the kitchen, where she found him eating chips and dips. "You ok?"

"Yeah, I urm…" He had to think of something to say. "I'm gonna go get a couple things. Back in a bit." Millie gave him a confused look, didn't they have enough? _Maybe he needs a new hammer to whack the TARDIS with._ But before Millie could ponder over this longer, her mum came into the kitchen.

"Hey Mils," her mum had hold of Millie's school bag. "Where's your lunchbox, I have your bottle here, but no box." Millie grinned.

"We used it to catch an evil spirit and then we chucked it into a sun."

"Your imagination has grown. Where is it really?"

"I'm not lying mum. The Doctor has a space ship and he can travel through time and space. We went to a planet, almost died, saved the day and threw my lunchbox at the closest sun."

"Died? And if you got close enough to a sun to throw something to it, how come you aren't dead? This is why I don't believe your farfetched story."

"The Doctor's ship is amazing mum; it can do anything apart from what it should apparently do. Which is make a phone call. Well, I'm sure the Doctor has a phone, but the phone box itself can't make a call." Millie continued to ramble, it would take more than the twittering of a sixteen year old to convince Mrs Prior that there were aliens, time machines and sonic screwdrivers.

"Just come back and talk to your family, we've missed you."

Millie sighed, and reluctantly followed her mum back. The one person she really wanted at her birthday party had walked out because he didn't do domestic.

* * *

The Doctor wandered down the streets of Market Drayton, gratefully breathing the clear air. It was a welcome change to the stuffy air of Millie's living room created by the mass of people in it.

Market Drayton seemed like a sleepy town, and he looked in the windows of many trinket stores trying to find something for Millie's birthday. He remembered what he got Rose. And how what trouble it caused him to find it.

_The Doctor had searched right through time and space to find something perfect, something special for Rose Tyler's twentieth. All naff presents went out the window the second she stepped foot on the TARDIS all that time ago._

_But he'd found it. He'd got her quite a few things, though a couple were just jokes. He managed to find an old painting with the pair in the background. He also found a letter someone had written to her in 1603. But the most important gift was far from a joke._

_It was a necklace, with a stone rose on the chain. The stone changed colour when the light caught it at different angles. It was from Barcelona, planet not the country. The place he promised to take her, so he did. For her twentieth. That was the last time he spent a day with her, no aliens, no invasions. No separations._

The Doctor sighed. He had to move on from Rose, but somehow keep a part of her there. The part that gave him hope again, the part that made him happy.

He stopped and looked in another shop window. _Temptations_ was the shop name. But that wasn't what had drawn him in. What he saw was a belt, with a treble clef for the buckle. It was perfect.

He quickly purchased it, with wrapping paper. He may be able to save the universe, but the Doctor could not wrap presents to save his life! Once it was brought and wrapped, he walked briskly back to Millie's house.

He'd just got the back gate when over head an alien ship zoomed past. He grinned. "This is more like it!" The Doctor practically skipped down the path.

* * *

Millie had just been about to cry with boredom when they all heard it. The noise took a few minutes to sink in, but soon enough her family were panicking. Millie, however, was pumped with adrenaline and when she saw the Doctor the adrenaline kicked up a gear.

She raced out to meet him. "What's going on?" She yelled as another ship passed over head. She caught a glimpse of it. They looked a little like dustbin lids, and she wondered if it could be Daleks.

"I don't know. I'm guessing from the shape that they are close neighbours." Millie raised her eyebrows grinning like a loon. _This is going to be the best birthday ever!_ The Doctor held out his hand, the other still holding the present, and Millie took it and the pair ran out of the house towards where the ships were heading.

It took them out of Millie's street and to the school's large field.

"Woah, déja-vu going on!" Millie exclaimed, thinking about her first adventure. "What are they?" The two of them watched as more crafts flew down, hovering over the field. "They're not all going to fit!" It was true, these ships were large, and the field could only hold two maybe three. So far there were eight.

"I don't think they want to land. Just to deport." He pointed to the closest ship and they could see a beam coming from the centre from it.

"Oh this is so retro sci-fi film-esque!" And as if to follow the pattern, aliens started to descend from the centre of the ship. They were classic aliens. Big green head, skinny body, big eyes. "Hang on, these don't look to real."

The Doctor thought that too, but took it to the next step. He was trying to figure out why they looked like that. It clicked. "Those aren't the aliens. Neither are those the real ships. This is a hoax, but it's not human. It has an alien twist on it."

"How'd you know?"

"Humans don't have tractor beams that can lift beings, not yet anyway. And see those blue rings." He pointed to the rings surrounding the beam carrying the aliens. "Those are the trademark tractor beams used by Time Agents."

"Time Agents?"

"People from the future who think they are big and clever because they can travel through time."

"That's you all over!"

"But I am clever!" He protested. "But Time Agents, they wouldn't do this. This doesn't add up." The Doctor thought a moment more. "We have to get on one of those ships."

"Don't have to tell me twice, but what about those green things?"

"Harmless." And before Millie could question this, the Doctor leapt up from their hiding place and ran crouched over. Millie followed him until they got closer to the ship, when they stopped again. "On the count of three, we run into the beams. One…"

"Will it hurt?"

"Three! Go!" The pair raced to the beam. When they were on the outskirts of the beam, they got pulled into the centre. The Doctor held onto Millie so she didn't get pulled away. That was the last thing he wanted, his new friend being sucked away by a tractor beam. Especially not on her birthday.

The journey up felt incredibly weird. Like they were being tickled but also being wrapped up at the same time. Millie didn't un-scrunch her eyes until she was certain they'd stopped moving. And she only knew that when the Doctor moved away from her.

She opened her eyes to reveal a shiny stereotypical space ship interior. Nothing like the dingy Red Dwarf that looked like it needed nothing more than a thorough clean. But here, it was all shiny and sparkling. Kryten would have been impressed.

The Doctor walked off down the corridor, and Millie skipped to catch up with him. So many questions raced through her mind, but she was too afraid to ask. In case she got them caught, killed or worse.

The Doctor held his hand up to her, telling her to stop as they reached the end of the rounded corridor. She stopped just behind, peering round him to try and see why they stopped.

Through the door, sat a large reptilian creature. It was a vile shade of green, had a crocodile like tail, and looked very sweaty. It smelt as bad as it looked, which was very. Millie almost gagged, but the Doctor seemed un-phased by the smell, and more by what it was doing.

* * *

"Please don't hurt me!"

"We won't, unless you tell us how to work the tractor beam. It's sent the dummies down, now how to we reverse it bring the people up?" The gruff voice replied.

"It does it automatically!"

"Liar!" The croc-man screamed.

Millie watched in utter horror. She and the Doctor had followed the croc-man down the corridor, to a cell on board the ship. They'd learned so far that the croc-people, the Krokodus, faked the aliens. The green things currently being deported were in fact dummies and were being used as bait. Bait for what, they didn't know.

"How did we get on board?" Millie whispered to the Doctor. All he had to do was produce the sonic screwdriver and she knew. He must have messed with the frequency or something.

"It's hard to explain!" The Time Agent complained, resulting in a thump from the Krokodus.

"Explain it anyway!"

"You won't get it! It would be easier to show it." Joe watched as the giant reptile smirked in front of him, it was evil and twisted.

"Now are you just saying that to escape?" He taunted. But he was right, that was why Joe had said it, but now he realised his plan was flawed. He was tired.

The Doctor turned to Millie, handing her the thing he'd had in his hand the whole while they'd been there. "Hold this." She took it, only noticing it for the first time.

"What is it?"

The Doctor had turned to go, but he turned back, grinning. "Happy Birthday!" She looked at him bewildered, before he disappeared into the room.

* * *

The Krokodus had just been about to strike again, when a strange man, wearing a long brown coat and brown suit entered.

"How did you get on here?" The Krokodus roared, face of utter fury. But the Doctor took it all in his stride, he'd seen worse. Jackie Tyler after she had just woke up!

"The tractor beam, how else?" He asked innocently. This just made the Krokodus madder, but the Doctor ignored that fact. "But anyway, I have some questions for you. I know why you have a Time Agent, you need its technology because yours isn't too good." The Krokodus snarled, but the Doctor just scratched behind his ear. He still wanted answers. "But why are you on Earth?"

The Krokodus smirked. "We are collecting fruit."

"Bit early for that ain't it? What it's only March, bit early for the strawberries."

"Wrong fruit. We want the fruit of flesh."

Millie watched the scene intently in front of her. _Fruit of flesh_… it made her flinch. But it also seemed to fit.

"Ok, explain yourself." _The Doctor hasn't figured it out yet?_ Before Millie could stop herself, she burst into the room.

"He's luring the people in with the dummies! He knows that we'll be interested in them. Then he can pick them up with the tractor beam thingy, and then eat them all!"

The Doctor grinned at her. "Well figured out Millie, here I was thinking you were a bit dense!"

"Oi! And I could say the same thing about you! You didn't know."

The Doctor grinned. "I did, I just needed you to burst in. A sort of distraction, so I could do this." The grin fell from his face, making it go from cheery to stone sold. He pointed the sonic screwdriver at the computers which sparked as if to complain from being sonicked. "Grab him!"

Millie surged forwards, ducking beneath the stinking reptile to help the man who had just been released by the computerised shackles. She led him out of the room and into the corridor to meet the Doctor. He helped her support the tired man, then they started to run.

* * *

Orders were being screamed over the comm. system.

"Get them! Don't lose the Time Agent." Slowly, more Krokoduses emerged from different sections of the ship. They were all on the hunt.

* * *

The Doctor led them to a small cupboard like room, and locked themselves in. Millie was about to comment when the Doctor signalled for her to be quiet. The heavy pounding of the Krokodus feet against the metal floor was all that filled their ears, but it eventually died down.

When the Doctor was certain they were gone he turned to grin at Millie and the Time Agent, who looked suitably confused.

"What is going on? What just happened?" Joe was confused, one second he was held against the wall with electronic shackles, then there were sparks everywhere and he was being pulled along by a girl.

Millie sympathised with the man, she knew just what it was like to be whisked away by the Doctor's antics. "Hey, everything's going to be ok now. You're with the Doctor." Millie grinned up at the Doctor, who grinned back. He noticed she hadn't opened her present yet.

"You not going to open that?" He asked, frown etched on his face.

"I was going to, then I got dragged into that! I'll open it now." She tore the wrapping paper off, to see the belt. Her eyes lit up. "I love it! I'd hug you if we weren't in a cupboard!" She hurriedly put the belt around her waist, admiring the treble clef.

"Urm, aren't we in too much of a critical state to be opening presents?" Joe asked.

"It's my sweet sixteen! So who are you then?"

"Joe Neal, Division One." He said it with a military tone. Millie raised her eyebrow.

"Never mind that, we have to get out of this cupboard. What is it with me and cupboards? I always end up in cupboards."

"You ran here!" Millie retorted, stopping the Doctor rambling on about cupboards in his hyper state. "Any plans?"

The Doctor spun about, taking in the surroundings. He looked up, down and around. A smile lit up his face, then he reached in his pocket for his sonic screwdriver. He aimed it at the ceiling, then pulled off the grill.

"You first birthday girl!" He cupped his hands together, and gave Millie a boost into the tunnel above them. She moved out of the way and then helped Joe get in too. It took the both of them to heave the Doctor up, not because he was particularly heavy. It was because they were in an air vent, and they were a sixteen year old girl and an tired Time Agent.

Once they were all in, the Doctor shuffled into the lead. Millie second and Joe bringing up the rear.

"Where are we going?" Millie called.

"Main control room."

"What? That's where the Krokoduses will all be!"

The Doctor looked back at Millie, grinning. "You're getting smarter, I think turning sixteen did some good for you."

Millie scowled. "Bite me. Now get moving you loon." The Doctor started to shuffle forward again, buzzing his sonic screwdriver, trying to locate where all the wires led. That's how he was finding the main control room, following the wires. They all led back there, it was just a matter of how far away it was.

The crawl was painful, the metal grating indenting their hands, scratching at their knees. But they had to keep moving. They crawled and crawled until the Doctor stopped, nearly causing Millie to crawl right into him.

"Watch it!" He hissed.

"Give some warning next time then! We here?" The Doctor confirmed they were. "What are we doing exactly? How are we going to stop them?"

"We'll see when we get down there."

"Oh my gosh, you're winging it again!"

"Always do!" Millie rolled her eyes, feeling slightly sorry for Joe, he'd been thrown in at the deep end.

* * *

The Krokoduses searched and searched but there was no sign of the Time Agent, the man or the girl. The team leader called over their comm. system for them to retreat to the main control room. That way they could try and locate them with the aid of technology. They may be a simple race, that prefers to not use technology, but when they had to they had to.

Many returned to the main control room, but when they got there, they found the door was locked. They started to pound on the door.

* * *

_Bang! Bang!_ Millie looked from the Doctor to the door and back again. "Doc I think they've found us."

"You know what I said before about you being smarter, I think I mistook that for pointing out the obvious." Millie snarled at him, to which he grinned. She was going to insult him back, but decided insults could wait.

"What are we doing then?"

The Doctor ducked behind one of the computers he had opened and started to fiddle about, pressing the sonic screwdriver occasionally. "Well, you two are going to defend the door if it opens and me? I'm trying to make it so these ships fly away. The Krokodus obviously cannot work their technology, which is why they stole you buddy boy," he looked up at Joe.

Millie smirked at the startled look on his face. "Don't worry, technology makes him hyper, and when he's hyper he calls people _buddy boys_." Joe ran a hand through his short brown hair his green eyes showing utter confusion. "It's sugar to him!"

The light mood that had just been created was broken when the door was slammed into once again. This time leaving an imprint of the Krokodus behind.

"Doctor? How are we going to get off the ship? If you're making it fly away, then aren't we stuck on board?"

"No." He said flatly, as if she hadn't have asked that question. "Because I have this!" He held up a small key, not looking up from his work. If he had, he'd have seen Millie shake her head with dismay.

"How is that going to help? It's a key."

"It's the TARDIS key. I can call the TARDIS with it. Once the ships are moving, we can call her then go." He stopped working for a second to grin at her, making her shake her head more. But a serious look clouded the Doctor's face. "But, there is one problem." He turned to Joe. "I can't save your ship. It's too integrated with these ones. You can travel with us though, at least until we get you back on your feet." Joe nodded.

The Doctor turned back to his work, letting his words sink into Joe's mind. But before anyone could think, another crash indicated the Krokoduses were still out there. The dent turned to a small crack.

Millie scanned the room, looking for anything that could make her fight with a Krokodus slightly fairer. There was nothing but a couple of computer chairs. Out of the corner of her eye, she saw Joe draw a gun of some sort, then an idea struck her.

She grabbed a chair and started unscrewing the parts. If she was lucky then she could be able get the back of it off, which she could then use as a weapon. She tugged at the chair, until she felt it ease off. Stumbling backwards slightly, she gripped onto the chair back, grinning very much like the Doctor.

_Bang!_ The crack broke open even more, and a Krokodus stuck its snout through the gap, snarling at them, trying to claw its way through. The crack gradually grew in size. Millie felt her stomach knot; so much adrenaline pulsed through her. She gripped the chair back tighter, turning her knuckles white.

The door was ripped off, creating a din. A Krokodus burst in, and roared. Millie's eye widened in fear, and more shoved their way into the small room.

"I'm playing rounders, and they are just very large rounders balls. Not giant crocodiles that are trying to eat me!" She told herself, over and over. One ran straight to her, and she swung eyes shut tight.

The chair back came into contact with the large beast, making a thwack noise. Millie opened her eyes enough to see what damage she had done. Not very much. The Krokodus shook its head then came for her again. She swung again, then ran back, trying to find something better.

She saw Joe shooting at the Krokoduses, though it didn't have much effect on them. The rays escaping from his gun just bounced off their scaly skin. Another surged towards her, and she had run out of room to step back into. She fell back over the computer, but she kicked the Krokodus in the head just in time, using her angle to her advantage.

The Krokodus fell back. Millie let out a sigh of relief as it hit the floor and didn't get back up. She was an experienced fighter; well she could beat up her brothers with ease, and she has been told she can pack a punch. But fighting crocodile aliens was completely different!

Suddenly the room started to shake and there came a rumbling sound. Millie looked to the Doctor to see the glee on his face. _He is such a geek!_ The sudden movement had distracted her, and when she turned back round she was face to face with another Krokodus. She couldn't help but scream. Luckily Joe had seen it too and he fired at it with his sonic gun.

When the Krokodus was down, he grabbed the shocked Millie by the hand and pulled her to the spot he was defending.

"Thanks." She breathed, trying to get her heart beating at a normal pace. But there was no time for that, because once she had calmed down, another adrenaline shot burst through her veins.

She kicked the Krokodus that was running towards her in the nose, using the same technique she had before. The fight continued in the same way, knocking back the Krokoduses, protecting the Doctor so they could get out of there. They knew they were flying; they just had to wait for the TARDIS.

* * *

After a good ten minutes of fighting, Millie was ready to collapse. But when she heard the TARDIS as it started to appear, she got a new lease of life.

During those ten minutes the Doctor had fought a bit, but he was useless. He hadn't really got into a fight since the Time War. He and Rose had always managed to avoid them. Plus he doubted whether Rose could actually fight. Millie however, could. Well, in a _I'm-an-angry-teen-that-hasn't-been-trained-to-fight-but-I'll-kick-your-butt-anyway_ sort of way. The Doctor smirked as another Krokodus came into contact with her foot.

The smirk grew into a grin as he heard the _thunk_ sound his TARDIS makes when she lands. "Millie! Joe!" The two had also heard it and they raced towards the TARDIS. They dived in as the Doctor opened the door.

The Krokoduses followed, but the Doctor stood there in his confident manner. "Woah!" The Krokoduses, for some reason, stopped in front of him. "That's better. Right, we'll we off now! Enjoy your flight home."

"What?" The lead Krokodus roared.

The Doctor scratched the back of his ear, eyebrows raised and a small smile tugging at his mouth. "Oh yeah, I took the liberty of sending you home, seen as how I'm stealing buddy boy here who worked your technology."

"But we need to hunt."

"What, hunt humans?" Millie grinned as the Doctor's animated face continually changed as he spoke to the Krokoduses. "You could, but they don't taste too nice do they Millie?" She shook her head, grinning still. "So, we'll be off then. Toodles!"

The Krokoduses roared as the Doctor shut the door of the TARDIS. They could hear them pounding on the door. Millie raised her eyebrow. "Don't worry; it'll take a little more than a space crocodile to break the TARDIS."

Millie grinned. The Doctor noticed Joe looking round the TARDIS with an excited look on his face. He cocked his eyebrow to Millie, who sniggered.

"I can't believe it! I'm actually on the TARDIS. I've read about it in the Torchwood files; I knew it was bigger on the inside. But I didn't know it was this beautiful!"

Millie rolled her eyes. "Not another ship geek! He's bad enough! What's Torchwood?"

"An organisation set up by Queen Victoria to find out anything and everything about the Doctor, his TARDIS and his companions. The Time Agency teamed up with them in the 50th Century, and there are very detailed documents in Torchwood. Thanks to a Captain Jack Harkness." Joe noticed the Doctor's attention had been caught. "He travelled with you, didn't he?"

"Yes, though not for a long time. I thought he had died."

"No. He was brought back to life. No one knows how. I don't even think he did, or if he did he didn't tell anyone."A heavy silence fell over them, which the Doctor broke with his bouncy mood. "I'm hungry, let's go back to your house. I hope your mum has cake."

* * *

Mrs Prior and her guests had just about got over the ships flying over head, when aliens walked into their house. She guessed Millie had left the gate open when she and that Doctor person had run off.

Everyone present had backed into the corner, putting the youngest furthest back. Attempting to protect them. A wind picked up, and blew though all the open doors. The guests and Priors saw a blue box appear and three people walk out of it, happy as Larry. One of which was Millie.

They walked in, and the Doctor snorted with laughter at the terrified faces of Millie's family and friends. She playfully hit him as a warning, then turned her attention to the cowering figures in the corner.

"It's ok, this isn't an alien. Just a dummy." She punched it to prove her point. It fell to the floor and the head smashed, revealing computer circuits. "Are we going to have to go into every house in Drayton? Because there are lots, and most have dogs."

"No, the signal should cut once the Krokodus ships are out of the atmosphere. And what's wrong with dogs?" The Doctor asked, furrowing his brow in confusion.

"I'm scared of them."

"Oh so you'll fight giant space crocodiles, but dogs you won't go near." The faces Millie's family and friends were pulling were priceless. A mix of fear, confusion and blank looks. Joe chuckled to himself. "Cake! Mrs Prior, where is the cake?"

She lifted a shaky arm and pointed through to the kitchen. The Doctor grinned, then bounced through. Shortly after they heard him complain about there being no silver ball bearings.

"What a way to spend your sweet sixteen!"

* * *

Dusk had fallen, and night was threatening to take over. Millie stood in her garden, by the TARDIS with the Doctor and her mum. Joe was in the TARDIS and she had already said her goodbyes to the rest of the family.

"Do you really have to go?" Mrs Prior was on the brink of tears. As was Millie.

"Yeah, suddenly GCSEs don't seem that exciting anymore." Millie attempted a smile at her rather pathetic joke. The goodbyes were always hard, like her one with Malken. Though leaving the Red Dwarf wasn't that hard. "I'll be back soon. Maybe even in five seconds time. It is a time machine after all."

She hugged her mum tightly, squeezing the tears out at the same time.

"By mum, love you." She whispered, before letting go. She waved then walked into the TARDIS carrying bags full of clothes and essentials. Mrs Prior looked to the Doctor.

"Protect her please, she's just a girl." The Doctor gave her a look that assured her he would before following Millie into the TARDIS. She had already disappeared into the depths of the TARDIS to drop her bags off into her room.

When she came back, her eyes were puffy, but there were no more tears.

"I've got something for you." The Doctor reached into his coat pocket, and pulled out a little gift bag. "I can't wrap, so I asked your mum if I could have a bag." He grinned.

Millie took the bag from him, confusion etched on her face. "I thought the belt was my birthday present."

"It was! Now open it!" He bounced on the spot, and Millie thought he looked more excited about this than she was. She tipped the bag up so its contents would spill onto her hand. Out fell a key, that pulsed the same way the TARDIS did. She looked up at the Doctor, a small smile tugging at her mouth. "Your very own TARDIS key, in case we get separated and you need to get into the TARDIS." He grinned, and she grinned back.

"I love it!" She rushed over and hugged him. The key made her feel like a proper companion, not some silly little girl that was tagging along. _Millie Prior, the Doctor's companion. I like it. Maybe one day I'll be in the Torchwood files.

* * *

_

**Next chapter will be up soon!**


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